Incubating Love
by Khimintu
Summary: Upon noticing the slightest signs of emotions developing within Kyubey, Mami sets out to have him experience the human condition.
1. Return

_What am I doing here again?_

Kyubey nimbly jumped from the windowsill into the bedroom of a luxurious apartment. The room was tidy, practical, and modest in decoration. A bed was situated in a corner of the room, near the window. Next to the bed was a small desk, currently occupied by a young girl with blonde hair curled into drill-shaped pigtails.

"Good evening, Tomoe Mami."

Mami's head snapped up. Turning around in her seat, she saw the Incubator sitting on top of her small bookshelf in the far corner of the room.

"Kyubey!" She gasped, and rushed over. "Wow, it's been a while, hasn't it?"

"Two months and four days to be exact."

"Ah… right. Where were you anyway?"

"I left for an adjacent city. You and the others seem to have this territory well claimed."

"Oh, I see." Mami said. As she looked at Kyubey, she remembered how he had sat at this very spot while she readied herself in the mornings before school, inspecting herself in the tall mirror mounted on the wall next to the bookshelf. Even though it was only two months, Mami had missed him. Her apartment was just so empty.

"What brings you back?" Mami asked.

"I suppose I wanted to check the status of this district, and see how you've been faring in my absence."

Mami nodded in understanding. "Well, I'm doing just fine, so no need to worry!"

_From my knowledge, humans typically say that when greeting each other, even when they're not. I wonder why they have this ridiculous practice._

"Can you be more specific?" Kyubey said with a tilt of his head.

Mami shrugged. "I'm… doing fine. Really. Actually, I made up with Sakura-san a few days ago! We finally settled our differences, so I've been pretty happy recently. No witches that were especially troubling either."

Satisfied with her response, Kyubey laid down to rest. It would seem that the city has not deteriorated in his absence. Although he could easily find a replacement for her, he was rather relieved that Mami was doing fine.

At this thought, Kyubey once again questioned the purpose of his visit. It is highly unlikely that Tomoe Mami would be in a negative state, considering the experience of magical girl. Emotionally, she should also be in good condition, especially since her relationship with Sakura Kyouko recently stabilized as she claims.

_Did I need to return in the first place?_

That Mami could handle herself, Kyubey knew very well. She wouldn't have survived as a magical girl for this long otherwise. It was not like one city mattered in the grand orchestra of energy collection occurring worldwide either. There was no reason for him to head _back_ to the city of Mitakihara in particular.

"Will you be staying here for now?" Mami asked, breaking the silence. She had tried to think of conversation topics to fill the hush of the room, but nothing significant came to mind. Maybe it was just how long it had been since they last saw each other.

"If my taking residence here is still okay."

"Of course! It's nice to have you back, Kyubey," Mami said with a smile. "Well, I need to finish my homework, so make yourself at home."

Mami returned to her desk. She had slightly more homework than usual today, but she didn't mind today. That she and Kyouko finally made up a few days ago left her in a good mood. She was still in good spirits, and now Kyubey had returned after a lengthy period away. Mami hummed a small tune to herself as she finished her work.

Kyubey perked up slightly at the sound of Mami humming, and moved to Mami's bed to observe.

From his experience, the average adolescent in school hates homework. Kyubey recalled the many times he watched Mami struggle and complain about the homework she had. She had always tried to "be a good example" to her juniors - and that involves maintaining one's grades along with magical girl duties - but that doesn't mean she hadn't had her share of complaining whenever she was alone. However, Mami seems to be thoroughly enjoying herself now. After a few minutes, Kyubey stopped watching and stretched before laying down.

_I will never understand the motivations of humans._

"Well, that's that." Mami sighed as she closed her workbook. After standing up and doing a quick stretch, she exited her room and headed towards the bathroom for a quick shower before bed.

Kyubey moved again, from the bed back to the little bookshelf. He looked about the room from the new, higher vantage point, and at the mundane items - the ticking clock on the wall, the used clothes heaped in a hamper by a corner near the closet, the books strewn across the desk. He had grown accustomed to all these things in his long period of working with Mami, but they haven't had any significance to him before. If these mundane items were what he had returned to, then why?

Kyubey had always followed procedure. He had a specific role as an Incubator, and in this role he knows exactly what he needs to do to complete his task. There was no room for questioning, and yet it was exactly what he had been doing. But for the first time, he found himself uncertain of his actions. That he had no particular reason when he decided to return means that he had acted on an impulse, an unknown motivation.

_What could it be exactly? What caused it?_

Mami returned from the shower in her pajamas, still humming. Her hair was uncurled and cascaded down her shoulders. Kyubey watched silently as she quickly tidied things up in the room. In a few minutes, Mami turned off the lights and climbed into bed.

"Thanks for coming back, Kyubey," Mami whispered in the dark. "It's like you care about us."

"You are a valuable asset and have made significant contributions to combating entropy."

"It's just like you to say that," Mami laughed. "But I think you understood what I mean."

Kyubey did understand, but he didn't reply. He never did, because there was no need. After all, he has made it clear on multiple occasions that their species did not rely on emotions.

_It's just like humans to try and place emotions within things that clearly do not possess them._

"Well, I suppose it is normal to check up once in a while," Mami said. She turned to her side and closed her eyes. "Anyway, goodnight, Kyubey."

A small urge to say goodnight back passed through the Incubator's mind, but quickly left.

_Perhaps I should check myself for mental illness - just in case._

That thought quickly departed too, but the fact that it appeared at all left Kyubey curious.

* * *

><p>A few hours of the night have passed, and Kyubey raised his head. The moon's ivory light casted long shadows across the floor. There really was no reason for him to stay any longer. He could leave at any time.<p>

_Strange. I feel no desire to leave._

He had returned, but now what was causing him to stay? The same mysterious impulse?

Kyubey jumped down from the bookshelf and made his way onto the top of Mami's desk. He glanced at Mami, sound asleep, and watched her chest rising and falling to the rhythm of her breathing and eyes dancing underneath her eyelids.

_She must be dreaming._

Kyubey wondered what it's like to dream. Having no real need for sleep, or rather yet, they _don't_ sleep, the Incubator can neither experience nor attempt to experience a dream. Of course, their inability to dream does not mean a lack of knowledge of the matter.

_Why am I thinking such things? Sleep is an unnecessary and cumbersome limitation of the human body._

He took a glance at her Soul Gem glowing softly at his side on the desk, casting a small golden light across the desktop. He only could see the slightest traces of corruption swirling black at the bare edges of her Soul Gem, and suddenly Kyubey was filled with a sense of relief and deep calm that punctuated the nervousness he was hardly aware of before.

_There really is nothing to be concerned about._

Whatever the impulse for his being here, he could now put it to rest. Kyubey settled down once again, and curled up on the desk.


	2. Inspiration

_Mami dreamed of a small tea party at her apartment._

_She was seated at her dining table, with a particular redheaded girl sitting across on the opposite side. They were both enjoying some chocolate cake, served with herbal tea. Laughter filled the room. Golden sunlight streamed in through the floor-to-ceiling windows, bouncing off the porcelain cups and silverware in glistening rays. Mami was filled with a relaxing sense of happiness._

_The sunlight spread its warmth around the room, enveloping her in a drowsy haze. The warmth was then accompanied by the soft touch of fabric, and a familiar scent of recently shampooed hair on a woman she was snuggled close to. Mami was sitting in her lap, and a light voice sang a gentle, soothing tune._

_The touch, the scent, and the voice retreated into the distance, but the melody remained. It swelled and grew in depth and richness until it was laced with orchestral, chiming magic. Mami's eyes opened. She was lying down, and she saw a blue light rising around her. A figure clad in blue and white stood above her, arms outstretched until the last vestiges of the light and music had faded. Mami was then wrapped in another warm embrace._

_Then she was at her dining table again, during the evening when the last ripples of orange in the sky were receding from view, giving way to the night. Mami was eating her dinner alone._

_No, not alone. There was something - someone - sitting at her side. She turned her head to see Kyubey on her table to her left, perched near the edge._

_Mami felt herself smile, and raised her chopsticks in an offering of some of her food._

_Her dining guest nodded in acceptance, and Mami leaned forward to feed it to Kyubey._

_"Why don't I get you your own bowl?"_

_"That would be nice."_

_A new bowl of rice was placed in front of Kyubey, along with a serving of vegetables. Kyubey ate the food eagerly._

_A feeling of happiness was rippling in the air, and her apartment didn't seem so empty…_

* * *

><p>Mami woke up slowly, the memory of the vivid dream fresh in her mind, and she felt a teardrop well and trace its way down her temples.<p>

_What was that dream?_ She wondered.

She took a few moments lying still in drowsy laziness to reflect upon it, playing the scenes over in her mind. She couldn't discern any meaning from it, and after a while, Mami decided it was time to get up.

She opened her eyes fully and squinted from the sunlight that poured through the window and into her eyes. She sat up and performed a quick scan of the room and saw Kyubey curled up on her desk.

_Ah, he's still here. I'm glad._

She thought back to her dream again. In the first part, Kyouko was there with her, then… she was pretty sure that was her mother. Then it was Sayaka healing her. Mami hadn't thought about those two in ages. The dream felt so nice, so why was she crying?

"Good morning, Tomoe Mami." Kyubey's words broke Mami's reverie. "I hope you've slept well."

"Oh! Good morning, Kyubey!" She decided to think about her dream later. "It was alright. I see you're awake now too."

"I was not asleep in the first place."

"It certainly seemed like it." Mami thought Kyubey looked kind of cute curled up like that.

_Do Incubators need to sleep? I guess not._

At this thought, Mami pulled off her blanket and sprang out of bed. She did a quick stretch and exited her room. Kyubey jumped down from the desk and followed her as Mami headed for the well-stocked kitchen, one of her favorite rooms of the house.

As the pair crossed the living room, the morning sun could be seen through the large windows, sharpening the room's details with its bright light. A few clouds were scattered through the expanse of the sky. The weather was ideal.

Mami entered her kitchen and gathered some basic ingredients, opting to cook a simple breakfast. Kyubey watched from the countertop as Mami prepared her meal - spreading butter, cracking eggs, sprinkling small pieces of basil leaves. It was a simple dish of eggs on toast, but prepared with the subtle nuances of a master chef.

Mami noted Kyubey's silent presence in the room.

_I wonder if he enjoys being back. I'm sure he does. I mean, I don't see why else he would have returned._

Her lips subconsciously formed into a small smile at the thought.

When Mami finished cooking her breakfast, she to her triangular dining table with Kyubey quickly following behind.

"So tell me," Mami said as she ate. "What have you been doing in the other city?"

"I made a new contract."

"I see…"

Mami didn't need to ask to know that the girl didn't last very long, since Kyubey wouldn't have returned otherwise. Though she didn't personally know this girl, it still tugged at her heart to know that there are others who died so shortly in their lives. But so is the life of a magical girl. Determined to not let an oppressive mood overtake the morning, Mami rose and went to the kitchen.

"What are you doing?" Kyubey asked.

Mami returned to the table quickly with a slice of cream cake and placed it in front of Kyubey.

"I'm sorry I couldn't prepare a proper one - this is just leftovers," Mami said. "But I feel like we should celebrate your return!"

Mami watched as Kyubey examined the desert in front of him before taking nibbles at the edges. Most of her magical peers don't get along well with the Incubators, but Mami had always felt comfortable doing such things as feeding Kyubey. Besides, she found his way of eating rather endearing.

The memory of her dream returned to her as they ate, along with the feeling of happiness and companionship that is so elusive in the magical girl's mainly solitary life.

_What an odd dream that was._ Mami thought. _Maybe it was a sign._

She stared intently at Kyubey while he nibbled away at the slice of cake, trying to discern anything out of the ordinary. But at least for the moment it was a fruitless shirt, as Kyubey had already finished.

"Thank you for the cake, Mami," Kyubey said. "Though it's not like my returning is that big of a deal."

"Well, it is to me. I felt rather… lonely without you," Mami said, sheepishly glancing away.

"What do you plan on doing today, Mami?" Kyubey asked after a brief moment.

"Hm? Well I was hoping I could spend the day with Sakura-san," Mami said. "Akemi-san has witch hunting duty today, so it should be okay."

"I see."

"Why do you ask?"

"No particular reason. I was only curious."

_Curious, huh?_ Mami thought. _He's never really asked before._

"Well, I should probably call her first to see if she's free for the day." Mami said, and she quickly finished the rest of her food.

After placing her dishes in the sink, she walked to the house phone and dialed the number that Kyouko gave her yesterday. To be honest, Mami was rather nervous of asking for a day out. The two have always been on tense terms ever since their break-up, and this would be their first time together socially in quite a while.

The phone rang four times.

"Akemi residence."

"Akemi-san?" Mami tilted her head slightly in surprise.

"Mami? What do you need?"

"Actually, I was trying to reach Sakura-san."

"She's staying with me… for now."

"Oh is that so? She hadn't told me. How's it working out?"

"I'll get her for you." Homura clearly didn't want to waste her time chit-chatting. Mami sighed. It was just like Homura.

As she waited for the phone to be handed to Kyouko, Mami recalled when the redhead wrote down the phone number and handed it to her. Thinking back, Mami did think it was strange that Kyouko would have a phone of her own.

"'Ello? Mami?"

Kyouko sounded groggy, as if she just woke up. Mami giggled at the fact.

"Good morning, Sakura-san! How are you?"

"Eh… I'm fine."

"That's good to hear. What are you doing today?"

"Nothin' really."

"Great! Because I was hoping we could... do something today. Together." A bit of hesitation could be heard in Mami's voice. She was just a tad shy of the matter, but overall resolute.

"Sure, that'll be awesome! What're we doin'?"

Mami let out a mental sigh of relief. That Kyouko sounded more awake also made Mami happy. "Why don't we first meet up at the park, the one with the fountain? In, say… an hour and a half or so?"

"Sounds good. I'll meet ya there."

"See you then!" Mami hung up. Deciding to get ready early so she could arrive before Kyouko, she walked back towards her bedroom.

"No peeking in my bedroom while I'm dressing, okay Kyubey?" Mami teased.

Kyubey merely tilted his head in response.

Mami's bedroom closed behind her and she set her mind to preparing herself for the day. Mami decided to dress herself in a yellow, floral-print sundress and a white cardigan. Though she never told anyone, Mami used a small touch of magic to curl her hair into her signature drills.

After a while, staring into a full length mirror, Mami decided that she was ready. She exited her room to grab some homemade sweets from her fridge for Kyouko to snack on. Kyubey sat facing the large windows, staring out at the skyline.

"Will you be staying here, Kyubey?" Mami asked as she retrieved the candy from her fridge.

"No, I will not. There are things that I must attend to."

"Okay. Well, I'll see you later then."

"Until next time, Mami."

As Mami was just about to exit her apartment, Mami heard an unusual remark from Kyubey.

"Have a good day."

"Oh… thank you. You too, Kyubey."

Mami closed the door and smiled as she left.

_That was really nice of him of to say._


	3. Reflection

Kyubey watched the door close behind Mami and listened to the sound of her receding footsteps.

He turned back towards the large window and continued to stare out, taking in the view of the city skyline. The sun wasn't visible from his vantage point, but the window panes of Mitakihara's many skyscrapers reflected the light of the bright sun.

It was true that he had a few things to do today. Since he was back in Mitakihara, he should perform a routine search for girls in the city possessing potential. This was hardly necessary considering the number of magical girls already residing here, but it was standard procedure when relocating to another city.

_How strange. This is the first time I am reluctant to begin my tasks for the day._

Kyubey was in a pensive mood. He watched the streets slowly fill with bustling life as the city woke up, and his wandering thoughts brought him back to the memory of the previous magical girl of his acquaintance, now deceased. That was merely a few days ago, but in the world of magical girls, a lot can happen in a short amount of time...

* * *

><p><em>"Take this! Hya!"<em>

_Bursts of green magical energy slammed into a group of advancing familiars. A young magical girl, clad in green and gold and wielding a large scepter, sped through the witch's labyrinth._

_Kyubey was perched on the girl's shoulder, and watched as she blasted another group of familiars with a large bolt of energy._

_"Don't you think that was a bit much?" The Incubator pointed out. "You're expending far too much magic than necessary just to kill some familiars."_

_"Why should I care? Because of my stupid wish, both my parents are dead and my best friend hates my guts. I bet she wouldn't even care if I'd died here, so why should I?"_

_"Your soul gem is tainting rapidly. You will not last long at this rate."_

_"I said I don't freaking care!" The green magical girl slammed the end of of her scepter on the ground, sending a pulse of magical energy outward from herself. The wave destroyed another set of familiars and also knocked Kyubey off her shoulder._

Emotions truly are a hindrance. _Kyubey thought._

_As he watched the girl run off into the distance, he could see tears streaming down her face. He had only been away from Mitakihara for about two months. He was lucky enough to contract a girl within a couple of days, but it would seem that she won't last any further._

A pity. She was quite a logical and reasoning one in the beginning.

* * *

><p>It was dusk, and the bright, setting sun threw long shadows across the ground. From his perch on the roof a tall building, Kyubey could see the world half engulfed in golden light, and the other half wrapped in darkness.<p>

It didn't take long for another witch's lair to form. The magical girl had surprisingly managed to reach the witch and defeat it, but in doing so, became one herself. The Incubator could still feel the waves of energy emanating from the recently shattered soul gem as he looked from a distance.

"The universe thanks you for your service. You have reduced the effects of entropy."

Kyubey stood at the same spot, watching the witch's lair as it steadily grew.

_That girl didn't last long at all. Her emotions became unstable and clouded her higher judgement._

He continued to stand at his perch, watching the witch's lair. He knew that he should leave soon. There was nothing more he had to do here, but something kept him rooted to the spot.

The Incubator had observed from a distance the girl's battle. She had always been calculating and discerning before, which kept her slightly resistant towards corruption. But every massive burst of magical energy that she expended carried her heavy emotions, and seemed to penetrate something deep within Kyubey. He was almost able to feel the each magical bolt vibrate his very core.

_Even as analytical and reasoning as she was, her emotions were her end. But I suppose they all succumb to their emotions in the end._

Kyubey's thoughts suddenly turned to the magical girls back in Mitakihara, and one girl in particular...

_They all do in the end..._

On a whim, Kyubey decided to return to Mitakihara, the memory of the girl in green and gold fresh on his mind.

* * *

><p>Sakura Kyouko was the first person Kyubey met when he returned. It was not intentional.<p>

The rain was falling in heavy drops as Kyubey crossed the border of the adjacent city back into Mitakihara. His thin layer of soft fur was matted against his skin from the rain, and he decided to relieve himself of the mild discomfort.

The Incubator jumped through a broken window of a rundown, abandoned building. He quickly scanned the room. It was a small, damp place. Broken pieces of glass were scattered across the floor, but most were gathered near the far corner of the room. The wallpaper was peeling in several places, revealing the wood underneath. One small portion of the ceiling was dripping water from the rain.

It was an overall unpleasant place. Though it was not necessary to stay in such an area due to his invisibility to the average human, Kyubey respected people's privacy. Usually.

Movement from a corner of the room caught Kyubey's attention. A small lump ruffled for a few moments, and soon a familiar body sprang out from the pile. A mass of red hair on the person's head swayed with the movement.

"Ah geez! So freakin' uncomfortable."

Kyubey decided to make his presence known.

"Good evening, Sakura Kyouko."

"Eh?" Kyouko looked around with bleary eyes before resting on Kyubey's small frame. "Jesus!"

Kyouko flinched backwards slightly in surprise, now very awake. Ignoring her reaction, Kyubey jumped down from the windowsill and approached her.

"How'd ya know I was here?"

"I did not. It was merely coincidence."

"Son-of-a-gun." Kyouko sighed and leaned back against the wall, slightly more relaxed. "Well, can't say I've seen your face in a while."

"I was away." Kyubey said, and shook off some of the water.

"You were huh? What made you come back?"

The Incubator took a second to think, and his mind flashed with green and gold.

"Should there be a reason?"

"You always have a reason for doin' things."

Kyubey thought for another brief moment. "Let's just say that my business in another city has concluded, and I have returned to see how things are going back here."

Kyouko put her arms behind her head. "So yer just checkin' on us. Heh. That's kinda funny."

"What do you mean by that, Sakura Kyouko?" Kyubey tilted his head in question.

"Just seems a bit unlike ya. Seems like yer concerned." She grinned with the thought. She knew that was impossible though. "And it hasn't even been that long, ya know?"

"You and I should both know from experience that a lot can happen in a short time for a magical girl. Do you recall Miki Sayaka?"

Kyouko suddenly had a sour taste in her mouth, and her grin immediately vanished.

"Why don't you shut up," She said with a glare.

"I am just stating facts."

"Well do it somewhere else."

The storm had stopped, and a thrumming silence replaced the sound of falling rain.

"Are you asking me to leave?"

"Sure, why not? I need to sleep." Kyouko began squirming her way back into the pile of blankets.

Kyubey got up and made his way towards the window. Right before leaving, he turned back around to face Kyouko.

"By the way, is there a reason you're staying here in this old, abandoned building? I'm sure Akemi Homura, or even Tomoe Mami if you're on good terms now, could provide accommodations for you."

Kyouko didn't have an answer. "Ya gonna leave or what?"

Kyubey knew why Kyouko chose not to ask for help. It was her stubborn pride, a belief that she must rely solely on herself. Though emotional creatures often are unpredictable, sometimes it also made them very predictable.

"I was merely offering a suggestion. Sleep well, Sakura Kyouko."

Kyubey jumped silently out the window, leaving Kyouko in sleepless thought.

The next couple of days the Incubator skirted the edges of Mitakihara, slightly hesitant towards entering the city completely. He didn't really need to return. They have probably already gotten used to his absence. It would seem useless to just leave and come back. There was also something that Kyouko had said that bothered Kyubey.

_Did I return because I was concerned about these people?_

His wanderings eventually led him to one particular apartment building.

* * *

><p>The sun was now hanging high in the sky, just visible from Mami's apartment window.. It's rays illuminated the scene before Kyubey, leaving no trace of the long shadows of the early morning sun. The Incubator decided that it was about time he started his errands for the day. He turned away from the large windows and faced the well-furnished living room.<p>

As he paused to look at the room around him, a sense of comfort filled his small frame. It was the feeling when one returns home from a long trip, filled with nostalgia and novelty.

_I suppose... I was indeed concerned. But only for one person in particular._

Kyubey headed away towards the exit, thinking about the possible implications of his feeling.


	4. Value

Mami sat on a wooden bench at the park, humming a small tune to herself.

The late autumn air was crisp and cool, and a soft, soothing breeze fluttered occasionally through the open expanse of the park, blowing around a few scattered leaves. A fountain faced the bench where Mami sat, and the water gushed gently from its spouts.

Mami's head was inclined upward at the clear, blue sky. She was thinking of plans for her day with Kyouko.

_I'm pretty sure there's a local fair going on right now._

In her musings, Mami didn't notice Kyouko approach her from the side.

"Heyo."

Mami turned her head towards the source of the noise, and her eyes widened in surprise.

"Oh, Sakura-san!" Mami stood and bowed gracefully to greet her grinning friend. "Good morning!"

"Mornin'. How are ya?"

"I'm just fine, thank you."

Mam discreetly inspected Kyouko's attire with amusement. It was her typical blue-green jacket and denim shorts.

_She really should get some new clothes... But I suppose we can save that for another day. It suits her well anyway._

"And you? I trust you're doing fine as well."

"Yup." Kyouko stretched and then plopped down on the bench. "Got a really good night's sleep last night."

Mami followed suit and sat as well. "That's good."

"Yeah. A bit of a weird dream though. There was a snake that fell into an ocean, but it came up and became a human."

"Really...?" Mami giggled. "I bet you're having a bit too many sweets before bed."

Kyouko chuckled. "Heh, even after all this time, ya still know me well. I don't plan on stoppin' though, just sayin'."

"Well, I should be discouraging you, but..." Mami reached into her handbag that she had been carrying and pulled out the small bag of sweets.

Kyouko gasped and her mouth fell open in awe. "Mami, you're the best!"

"I don't know about that..." Mami blushed slightly. "You can eat it now if you'd like."

"Alright! Don't mind me!"

There was a short lull in conversation, the only sound coming from Kyouko tearing through her food and her occasional, mumbled exclamations of enjoyment. Mami watched with satisfaction. Taking pride in her cooking abilities, she also takes pleasure in watching others enjoy her food.

"I had a rather interesting dream too last night," Mami said while her companion ate. "There were some really happy things in it, but when I woke up I was crying."

Kyouko temporarily stopped chewing and looked over at Mami. She paused a moment, blinking her eyes in thought.

"Maybe it's cus you wanted those things, but you don't have them." Kyouko mumbled, her mouth still full of sweets.

"Hm… that would make sense," Mami said. She stared down at her feet, pondering. "You know... you were in it, Sakura-san. We were eating at my table. I felt really happy. I miss when we used to do that you know."

This time Kyouko swallowed her mouthful before speaking again. She stared up at the sky and let out a long sigh.

"Me too."

"You do?" Mami glanced over nervously.

"Yeah… for a while I thought we'd never get along again, but I guess things change, huh?"

"Right," Mami said, smiling. "People can change. I'm glad we made up, Sakura-san."

Kyouko let out a nervous laugh and turned away, hiding her large blush. Beside her Mami decided to courteously ignore her friend's shy antics, and then her heart leaped when she heard Kyouko mutter a quick, "I'm glad we made up too."

_Ah, I miss my shy, little-sister, Kyouko._

Mami beamed in happiness. Meanwhile Kyouko had resumed eating her snack with gusto.

"Man, tha' was great!" Kyouko said after finishing. She wiped her mouth with the jacket of her sleeve, and leaned back. "Thanks, Mami."

"You're welcome, Sakura-san."

"Also, about my dream last night," Mami began, trying to resume the conversation. "Kyubey was in it."

"What was Kyubey doin' in it?"

"I… don't know." Mami thought back to her dream. She really didn't know what to make of it. She decided to keep the details to herself for now. "He was just kind of there, I guess."

"Hmm."

The conversation paused again.

"Well, we should get going." Mami stood up energetically. "Is there any place in particular you want to go to today?"

"Erm, let's see…" Kyouko frowned slightly. She looked to the side and nervously scratched the back of her head with one hand in thought.

"That's alright. I was thinking we go to the local fair. How does that sound?"

"Oh good idea!" Kyouko briefly wondered why she didn't think of that herself. "I hear they got lots of good food."

Mami giggled again.

_It's just like her to be thinking about food._

"Sounds like a plan. Well then, shall we go?"

"Yeah, let's get goin' already!"

Kyouko ran off in one direction, before being corrected by an amused Mami.

"It's this way Sakura-san."

"I knew that!"

The two magical girls walked off at a comfortable pace, together.

* * *

><p>It was late afternoon when they decided to leave the fair. The two girls walked along the crowded streets of Mitakihara, with tall buildings and skyscrapers towering above them. The air was still cool and genial despite the afternoon sun.<p>

Kyouko was almost bouncing with residual excitement, chatting energetically about her favorite parts of the fair.

"Aww man that was so awesome! You know, I've always wanted go to one of these things!"

"You mean you haven't been to a fair before, Sakura-san?" Mami turned her head slightly towards her friend in question.

"Nah. It's the damn price of it all. I kinda feel bad makin' ya pay for me and all."

"Don't worry about it. I'm glad you were able to experience something like this. Besides, I had a lot of fun too."

"Mm. Well... it was quite a bit of money, so... thanks." Kyouko said curtly, looking to the side. Mami noticed the slight change in attitude.

_She's still shy about expressing herself. How cute._

Kyouko tried to change the subject. "I still think ya should've rode them teacups with me."

"They looked a bit scary, don't they? Especially with you spinning them."

"Wha d'ya mean? They woulda been perfect for ya, since you love tea and all."

"Well I personally think you should have some self-control." Mami playfully countered. "Don't you think you were a bit violent with those kids when you were on the bumper cars?"

"They're kids." Kyouko waved a hand in dismissal. "They'll bounce back."

"And I can't believe you ate all that cotton candy, right after we had lunch too!"

"I could've had more too if ya'd let me. Don't be such a mommy, Mami." Kyouko grinned widely and chuckled at her own pun.

A smile forced its way onto Mami's lips. "Perhaps I wouldn't be if you weren't such a kid."

_But that's exactly what I like about her._

The conversation stalled. Kyouko seemed to have calmed down a little, and was now walking with her hands behind her head.

The two girls rounded a corner of the street, out from behind the shadow of the building they were walking aside and into the golden light of the sun. The tall buildings gradually became more sparse as they approached the park where they had met in the morning.

"I wish every day could be like this." Kyouko sighed, and stretched.

"I do too."

"If we aren't so damn busy all the time..."

"Being a magical girl is an important role though."

"Yeah sure." Kyouko's tone wasn't very committed. "Spreadin' hope, huntin' witches. The magical girl business."

"I know how you feel about it, Sakura-san, but it's still something we need to take seriously."

"Hmm."

They reached the fountain again, and stood before it. The water droplets glinted with sunlight. Mami was thoroughly happy with her day. Kyouko was definitely right that living as a magical girl is tough. But tiny moments such as this, Mami thought surely made up for it. If she could find a moment of happiness in such a life, then anyone can, no matter how dire the circumstance.

"Hey Mami, did ya know Kyubey's back in Mitakihara?"

The comment surprised Mami. "Actually yes, he visited me last night. How do you know?"

"He did huh? Well I ran into him a few days ago."

"You did?" Mami scoffed and gave Kyouko a light push. "Why didn't you tell me?"  
>"Heh, sorry. So he visited you huh? Ya know, Mami, is it just me or does he seem kinda different?"<p>

"Different… how?" Mami ventured carefully.

"Well, he was the one who suggested that I stay with Homura."

"Did he now?" Mami stepped forward slightly in interest.

"Also, it's just him comin' back to the city by itself. Back when I was in Kasamino, he just kinda left me alone, ya know?"

"Hm…" Mami was in deep thought.

_I was thinking that it was rather odd of him to come back._

"Do ya think somethin's up with him?" Kyouko stared intently past the fountain at the sun in the distance, now beginning to set. "Maybe I'm just crazy."

Mami wanted to make sure it couldn't be attributed to some mistake on their part, but thinking back on the morning and last night...

"No, actually, I think I feel the same way. Something is different about him…"

Bits and pieces of thought flowed through Mami's head - that he bothered staying the entire night, his asking about her plans for the day, his wishing her a good day before she left.

"Seriously? So I'm not crazy."

Mami made an intuitive leap, and an idea sprang into her head.

"I think something might have happened to him while he was gone. Something important that changed him."

"Ya think so?"

"Yes, it seems like he's becoming more… caring."

"Whoa, ya think he's could be having emotions now?" Kyubey said excitedly, leaning forward on the fountain's base.

"Well, we can't say just yet... I think I'll talk to him about it when I get home."

"Heh. It'll be nice if stops being such a douche all the time, am I right?" Kyouko grinned.

"Well I don't think he was _that_ bad to begin with."

_I suppose… it will be nice if Kyubey were like us. I bet he'd be a very nice person._

With how well her day was going, she was feeling exceptionally optimistic. She wasn't exactly sure what changes were occurring with Kyubey, but maybe with them, he could find some happiness too. Perhaps even the same happiness as she had today.

The two girls stood in front of the fountain, and watched the sunset together, both lost in their own thoughts. The streetlights slowly turned on, one by one.

Mami noticed a twinkling, and looked upwards to see the white brilliance of Venus pierce through the red twilight.

She turned to face her friend. "Well, it's about time I headed back."

"I guess I should too." Kyouko faced towards Mami as well. "Thanks for lettin' me tag along today."

"No, I should be thanking you, for agreeing to spend the day with me. I had a lot of fun."

"Same here. Let's do this again sometime."

"Of course!" Mami said with a large smile. A thought crossed her mind, and she reached out to take Kyouko's hand in her own. "Sakura-san, why don't you visit my apartment sometime? It's been a while, hasn't it?"

Kyouko blushed slightly and looked to the side. "Yeah… I'll do that."

Mami released her hands, and stepped back.

"Well… I suppose this is goodbye for now." She said slowly. "I'll see you later, Sakura-san."

"See ya, Mami."

Their eyes met for a brief, glowing moment. Then the two girls walked off into the evening, going their separate ways.


	5. Confrontation

Kyubey raced across the high rooftops of Mitakihara, jumping from one to another, feeling the gentle sun on his back and the wind whistling past his ears. Below, the streets flowed with the traffic of automobiles, bikes, and pedestrians, and the low murmur of the their combined noise rose up from under him.

Some time has passed since the Incubator left Mami's apartment, deciding that performing his job will be a good distraction from his troubling thoughts. It worked for a while.

He methodically scoured the city, slowly making a rough spiral outwards from Mami's residence. He let his senses expand as he ran, probing the streets, the sidewalks, the buildings, into individual cars and rooms, for any sign of magical potential. Of course, one's potential fluctuated, sometimes erratically, and therefore Kyubey must perform a second scan immediately after, spiraling back inwards.

An Incubator's job requires a lot of work.

Suddenly, Kyubey detected a massive source of magical potential to his right and below. He jumped off the rooftop of the building he was on and landed with ease atop of a street lamp. He stared out across the street.

As expected - the source of the massive potential came from none other than Kaname Madoka, sitting peacefully at an outdoor table of a cafe. Unfortunately for the Incubator, sitting across from the girl is none other than Akemi Homura. The two girls were chatting amiably over a modest serving of tea and biscuits, shaded from the early afternoon sun by a large umbrella extending from the table.

Kyubey regarded the dark haired girl with interest. He couldn't very well contract Madoka with her around, but then again, Kyubey had given up long ago. It wasn't worth all the spare bodies.

_To think she cares so much about one person. This mental illness is certainly repulsive._

Kyubey's thoughts suddenly turned to a particular blonde haired girl. Did he not return because of his care for this person? Who was he to criticize?

But if he shares this characteristic with the raven haired girl, it must mean that he...

The Incubator shook his head violently.

_I do not want to think about it._

Kyubey deftly turned away from the scene and resumed the search of the city, trying in vain to focus on his work and blot out the disturbing thoughts, but his mind remained on the magical girl he saw at the cafe.

_She resisted my attempts to contract Madoka. She fought Walpurgisnacht. She traveled through hundreds of timelines before succeeding. All for another person._

Kyubey stopped briefly in front of a large fountain in a park, listened to spraying and bubbling of the water, and stared into the droplets spewing from the central pedestal. The refracted light glistened with a multitude of colors, including ones beyond a human's visible spectrum.

_I do not understand._

The Incubator felt tense, confused. In frustration he leaped through a miniature waterfall created by the fountain and landed on the other side of the fountain. He shook himself dry, and continued his meticulous search of the city.

The act only made him cold.

* * *

><p>Kyubey landed on the railing of an outdoor balcony, high above the street. He looked past sliding glass doors at a young girl sitting in front of a desk in her bedroom, facing away from him and doing homework.<p>

She possessed adequate levels of magical potential, and the Incubator was just about to initiate contact via telepathic message before a thought froze him.

_By forming a contract with this girl, I would be subjecting her to a life a combat, removing her from her ordinary lifestyle._

As he stared at the girl sitting at her chair, an image of her dressed in green and gold attire briefly flashed across his eyes. Kyubey hesitated.

_It is for the sake of the universe. Their individual sacrifices are for the good of the whole._

But Kyubey stood still, not making a move. He could feel conflicting thoughts tossing and churning inside himself.

_This is a job I must perform. I need to do this._

There should be no reason for hesitation. None. But still Kyubey made no move.

The breeze blew gently, causing his ears to swivel slightly in the wind. A few leaves gathered on the floor of the balcony skittered to the side, and blew off into the distance.

The girl suddenly snapped her head up as if she heard a noise, startling Kyubey out of his inner mental debate. She stood up from her desk and walked out of her bedroom door.

_It appears she's busy. I suppose I could come back later._

The Incubator did return later, only to find that the girl no longer possessed potential.

He was secretly relieved.

* * *

><p>It was late into the evening when Kyubey returned to Mami's apartment.<p>

Mami was reading a book for school in her living room. She sat on a plush sofa, lost in her novel, with the large windows to her side. Through the windows could be seen the many buildings of the city twinkling with constellations of light from a thousand windows. The scenery provided a nice atmosphere for quiet reading. The only sounds that could be heard were the low thrum of the air conditioning system and the flipping of pages.

"Good evening, Mami."

Mami's head snapped up in surprise to see Kyubey on the small coffee table in front of her.

"Oh, good evening, Kyubey! I was wondering if you'd come back. You haven't really said whether you would or not."

"My apologies. Is it alright if I stay here?"

"Of course, Kyubey. It's nice having you here."

"Is it?"

"Yes, I enjoy the company." Mami sighed. "Like I said it can get pretty lonely here, all by myself."

"I see." Kyubey jumped from the coffee table to the couch and curled up next to Mami.

Mami smiled and continued reading her book. She unconsciously reached out a hand to pet Kyubey. The human gesture didn't bother him. Plenty of girls do it, and the Incubator knows to act like he's enjoying it. It increases positive regards from the magical girls.

Besides, Kyubey found the gesture strangely calming at the moment, especially after his strange day. There were a number of things on the Incubator's mind that was bothering him.

_Why did I hesitate to contact that girl?_

Kyubey looked at the blonde girl at his side. "Excuse me, Mami."

"Hm? Yes, Kyubey?"

"May I ask you a question?"

"Uh… sure, I guess so. What is it?"

"How do you feel about being a magical girl, especially after so long?"

Mami closed her book and sat back in thought.

"Well… that's a tough question to answer. I suppose… I can't say I'm happy about it. It's not a life I would recommend. But I made a contract, and it's my duty to protect people. I feel that, since I have this power, I also have a responsibility to fulfill. Does that answer your question?"

"Yes, it does. Thank you, Mami."

"Why did you ask?"

"I was curious." Kyubey said simply.

"I see…" Mami knew there was a reason of course, but she decided to let it drop. She opened her book and continued reading.

Her answer lingered on Kyubey's mind.

The blonde magical girl has always interested the Incubator. The actions of his species have always been utilitarian in nature. They were for the greater good of the whole - to slow entropy and prevent the heat death of the universe. The Incubator concedes that the service of the magical girls is often at the expense of an ordinary and peaceful life. That's why they offer to grant a wish. However, Mami has always performed with a sense of duty, of obligation, with no regard for her own personal feelings. This is something that interests Kyubey deeply. It was something he couldn't understand.

After a while, Mami closed her book again. She couldn't stop thinking about why Kyubey had asked her that question. She turned towards the Incubator, still curled up on the couch cushion next to hers. Her conversation with Kyouko during the day came to her mind.

"Kyubey... would you like something to eat? I know it's quite late, but if you'd like, I would be happy to prepare something for you."

Mami wanted to talk to the Incubator about the possible changes taking place in him. There's no point in delaying it, but it was a serious matter, and she felt that such matters are best discussed over a meal.

Kyubey raised his head to look at the blonde girl.

_Why this all of a sudden?_

"I appreciate the offer, Mami, but may I ask for the reason behind it?"

"Well…" Mami began slowly. "I just thought it would be nice to share a meal with you."

_I've had meals with her before. She shouldn't have to ask._

"If you're intent on it, then by all means."

"Great. I'll have some cake out real soon." Mami excitedly stood up and headed towards the kitchen.

_This instance must be different somehow._

Kyubey moved to the triangular dining table and sat on top of it.

Mami soon emerged from the kitchen with a tray in her hands, containing two cups of tea, two small slices of cake, and a set of silverware. She set the tray down on the table, and then sat down herself.

"Please, eat as much as you like." Mami said as she placed one slice of cake in front of Kyubey. It was a small slice of chocolate pound cake with strawberries on top. After returning home, she had prepared the cake as a dessert with her dinner. She set a smaller slice for herself, since she already had some.

An uncomfortable silence settled over the room. Mami knew she had to bring up the issue eventually, but she was hesitant. It's such a sensitive issue - so she continued to eat in silence.

As she ate, Mami also watched Kyubey eat. The Incubator ate slowly and deliberately. He knew it was considered rude to speed through a meal. Accepting the food provided by the contracting girls also improved relations after all.

"How does it taste?"

"It tastes like chocolate and strawberries, among other things. Was I supposed to taste something different?"

"Well… no. But does it taste good?"

"I cannot say."

"Oh… alright then." Mami returned to her own cake, discouraged by her failed attempt to start conversation. The uncomfortable silence remained.

It had never occurred to her that Incubators could only taste in so far that they could only distinguish between tastes, but not whether it was enjoyable. She wondered why it had never come up before in previous meals they shared. It would make sense in retrospect, since Incubators lack emotion they might also lack these other subjective preferences, but in light of recent circumstances…

Kyubey had finished his slice, and looked up to see Mami with a pensive look on her face.

_Perhaps I upset her. I should say something._

"Regardless of whether I enjoyed it, Mami, I appreciate the meal. Thank you."

"Oh, you're welcome, Kyubey. That's kind of you to say." Mami smiled briefly.

Yes, if her intuitions are correct, then Kyubey would eventually be able to tell what tastes good, to truly enjoy a meal. She decided to bring up her thoughts at last.

"Kyubey, I admit that there is a reason for this meal."

_I thought so. I wonder what it could be._

"What is your reason, Mami?"

"I want to discuss something with you."


	6. Humanity

The silence was suffocating.

"I want to discuss something with you," Mami had said.

But now that she'd begun, the blonde girl did not know how to continue. She sat still, staring down at her cup of tea. It is rather a difficult subject to approach, and it didn't help that the Incubator merely sat there, tail swishing, waiting for her to continue. Mami squirmed in her seat.

_How do I even begin to say this...?_

She looked up briefly to see Kyubey's piercing eyes locked on her. Her heart leaped in alarm and her hands clenched the teacup in front of her. Mami's eyes snapped back down.

It just occurred to her that the thing sitting in front of her is so… so _alien_.

Over the course of years, Mami had grown accustomed to Kyubey's presence. Ever since she made a contract, he had always been there. For the most part, Kyubey had always been around. Only recently did he leave the city altogether. However, despite this familiarity, Mami really knew nothing about Kyubey. He had never talked about himself at all. Mami knew nothing about his personal history. His thoughts were privy only to himself, and no one else. Any information about his species was undisclosed.

_He's distant. That's the word. Distant._

This creature sitting in front of her was truly a mystery, shrouded by secrets. No matter how much time is spent together with him, there will always be a large gap. Could something so foreign truly develop something as humane as emotions? Could Mami really believe that he has feelings?

_What if I'm mistaken in my assumptions? Maybe I'm just looking too hard into things._

And what would be the implications of his having feelings?

Mami certainly _wanted_ to believe that Kyubey does have feelings. Though she would never admit it, the blonde magical girl was undeniably lonely. On the coldest, most silent nights, as Mami sat in her empty living room, the walls of her apartment seem to close in on her. Sometimes she would bake a cake or make some tea in an attempt to cheer herself up. But sitting at her table, all by herself, she would only be reminded that there was no one with whom she could share her cake. There was no one for whom she could pour a cup of tea. Her baked desserts would sit in her refrigerator for days before Mami could finally finish them. Every slice of an unfinished cake would remind her of how lonely, how solitary, her life really is.

If Kyubey could experience emotion, does that mean this distance between them could be crossed? Could she form a relationship more than that of mutual benefactors?

_Maybe this is all just wishful thinking._

Mami didn't want her hopes crushed again. She didn't want to feel like she made a friend, only to have it torn away from her. So many people have came into her life, and for a brief moment, she would be happy. But they always leave. Kyouko had left. It was only by some miracle that their friendship was rekindled. Sayaka left too - and very permanently. There was no chance of that relationship ever reforming. Mami didn't want to get her hopes up. And yet…

She took a deep breath and relaxed her body, and her grip on her teacup lessened. Mami decided. She had to find out. There would be no way to know otherwise if this is all for naught, or the start of a new, lasting relationship. Besides, her intuition has always been correct. She felt confident on this one.

_I'll never know unless I ask._

Mami finally looked up, nervous but resolute, straight into the Incubator's eyes. She decided to be blunt.

"Kyubey, I think you're experiencing emotions."

A pause. The Incubator's tail stopped swishing.

"What makes you say that?"

Mami took another deep breath. "Sakura-san and I were talking earlier and… well, based on your recent actions, I think it's safe to assume you're beginning to feel emotions."

Kyubey's headed tilted in curiosity. It could be a trick of the light, but Mami thought she also saw the Incubator tense slightly.

"What of my recent actions made you draw that conclusion?"

Mami paused again to think. The evidence was meager to say the least. It was mostly her intuition. It was something she _felt_. Of course, that's how it should be, right? Emotions should be felt, not dissected and analyzed by reason and logic. Also, if Kyouko also feels the same way, then she's not alone in her hunch.

"It's just… an instinct."

"Then that is not sufficient evidence, wouldn't you say?"

_Is it just me, or does his voice have a sharp edge to it…?_

"But Kyubey, you were gone for some time, but came back. Sakura-san said that she was left alone in her time in Kasamino but-"

"She was a capable magical girl that did not require my presence."

"Not with her illusion magic recently locked away, the skill we based our entire training on. Besides, with your reason, you wouldn't have returned to Mitakihara. There's three of us in this city after all."

"This city is merely my main area of jurisdiction."

Mami fished for a tangible reason she could use. "Then… what about when you wished me a good day this morning? What about when you suggested Sakura-san that she stay with Akemi-san? She told me that-"

"Do _not_ associate your repulsive human qualities with me."

Mami flinched in shock at the harshness of Kyubey's voice.

_Did… did he just sound angry?_

Mami decided to slow down a bit, and try a gentler approach.

"Kyubey," Mami began. Her voice was soft, but her heart seemed to thump like a loud drum. "I know this could be hard for you to accept. But as one who has emotions, I know what they feel like. I can recognize them. You've never experienced this before, so you probably aren't even aware of what you're going through. Let me help you."

"You're wrong. It is impossible that one like me could experience emotions."

"It's not impossible, Kyubey. You said yourself that there are those of your species who do experience emotions."

"They are mentally insane."

"Maybe from your perspective. It may be repulsive to you, but to us, our emotions make us beautiful. It's part of… no, it _is_ our humanity, and it's beautiful!"

Mami was surprised by the passion of her own voice. But it seemed to have an effect on Kyubey. He seemed to relax slightly and his tail started swishing again, perhaps in curiousity. The Incubator's pinkish eyes were locked on hers with such intensity that she couldn't break away at all.

There was a long stretch of silence, during which Mami could only hear the blood rushing in her ears. She wondered how the Incubators' species ever got like this. How did they even reach this point of pure, emotionless reason? Perhaps they were always like that. Is that why their science is so far ahead, so advanced that they could work against the death of the universe?

A thought came to Mami, and she began again, trying to break the silence. "Kyubey, don't you think it says something that emotions are what slows entropy, that emotions are what prevents the death of the universe. It says that they're meaningful, right?"

"I… do not understand." He finally said, his voice slow and measured.

"Maybe not now, but I think you can, eventually."

"How?"

It was Mami's turn to be confused. "I… I don't-"

"How can I understand this thing you call humanity?"

Mami's heart filled with hope at those words.

_Am I getting through to him?_

She leaned forward over the table. "Kyubey! Does this mean you're-"

"No it does not. I am only curious." Kyubey stood up and stepped forward slightly on the table. "You haven't answered my question. How can I understand?"

Mami thought for a moment. "I'm… not sure. I'll need some time to think."

The Incubator watched her intently, seemingly to probe for any sign of faltering. The gaze was enough to make Mami want to cringe and hide her face, but she bore it.

"Alright then." He turned away and jumped onto the top of a bookshelf near the window. With the stars and the night sky as a backdrop, his small frame silhouetted by the light of the moon, the Incubator turned back to face the blonde magical girl. "I do not wish to speak of this any longer tonight. Goodnight, Tomoe Mami."

With that, his image slowly faded away from existence.

Mami let out a breath she didn't know she was holding. She got up to take the dishes to the sink.

_That… didn't go as I imagined._

* * *

><p>Mami flopped down onto her soft bed, closed her eyes, and let out a deep sigh. Her bed was comfortable and relaxing below her body. It was late into the night, the lights in her apartment were off, and Mami has taken a shower and brushed her teeth. As she lay in bed, the telltale signs of weariness began to lap at the edges of her mind, beckoning her to sleep. But in the twilight between consciousness and slumber, Mami's mind drifted to the events that have just transpired.<p>

_He sounded upset. That's an emotion, isn't it? Though not really an ideal one…_

Mami was hopeful. Despite the Incubator's utter denial, she felt like she was getting through, especially at his last comment.

_I'm sure he does want to experience emotions, or he wouldn't have asked that. But…_

Mami didn't have any idea how Kyubey could come to understand the indescribable, undefinable feelings that humans experience. The only way would be for him to experience it himself, but Mami couldn't very well _make_ him feel emotions. There must be something that is able to carry the meaning and weight of emotions, something influenced by and inspired by emotions, something that reflects pure feelings.

A soft sound broke through Mami's musings, seemingly coming from outside. Mami briefly opened her eyes, and turned to look out her bedroom window. From the building across the street, on an outdoor balcony several stories up, right across from Mami's window, a rich, melodious tune resounded from a violin played by a wispy silhouette of a person.

_Music…_

With that final thought in mind, drowsiness overtook her, and Mami fell asleep.


	7. Uncertainty

Kyubey sat on the edge of a rooftop overlooking the cityscape far below. His perch was high amongst the clouds and the moon seemed mere inches from his reach, but his spirit has never felt as low as it did now. The night air was cold, but it was nothing compared to the boiling thoughts that occupied the Incubator's mind. The unexpected topic of conversation with the blonde magical girl a few hours ago had left him thoroughly disturbed, partly due to the certainty of her assumption, and partly due to his own, livid response.

_How I reacted... _

He remembered a strange heat that had inflamed in his head and chest, clouding his mind and shortening his breath.

_It was irrational at best. At worst…_

He couldn't complete the thought - or rather, he refused to. That would only mean accepting the reality of such an assertion. But, would his utter denial at this very moment be another sign that Mami was correct? The Incubator rarely ever allowed a thought to go unanalyzed. So for the first time, the Incubator intently considered the words of the blonde girl.

_She claims that I have been acting differently, out of emotions. Have I?_

Kyubey decided to review his recent actions. He let his mind slowly lapse into total memory submergence, his peripheral senses fading away into darkness. His species' superior mental faculties allowed memories to be played back at will, at a rate far too quickly for an average human brain to process yet still able to maintain a near perfect recall of details. He rifled through the events of the recent days. Images flashed through his mind - returning to Mitakihara, Mami's apartment, scouting the city - but nothing seemed out of the ordinary.

Then, he found something - so suddenly that it caused him to freeze. He felt his mind physically halt, as if his brain was experiencing the mental equivalent of jerking forward with the momentum of a rushing car that just slammed the breaks. The memory of an event that transpired earlier this afternoon filled his mind. It was the girl who temporarily possessed potential, the one he didn't contract.

_That girl… why didn't I initiate contact with her? There was no reason not to. Could it be... _

The world came back into focus, along with its many sensory details. His vision was filled with the harsh, ivory light of the moon, his olfactory nerves with the sharp coldness of the night air, and he felt the bitter wind beat against his small frame. Coming out of total memory submergence is always disorienting, which only worsened the state of Kyubey's mind as he reeled at the endless, inescapable cycle of thoughts that only seemed to lead back to the same conclusion.

_Perhaps I have spent far too much time on this planet._

Kyubey wondered exactly long has it been since he first arrived, but he didn't feel like performing the mental calculations at the moment. Is it a common occurrence for members of his species to have to withdraw from the Earth's surface every so often? If it were, he didn't know. He considered the option of requesting a temporary leave of absence from his duties.

However, as he looked below at the city, at the sprawling mass of buildings and trees, he felt a strange pull tying him down. The vastness of the landscaped that sprawled below him and the very height of the rooftop at which he sat seemed to drastically pronounce the intensity of the Earth's gravity, as if he was being pulled back by the Earth the farther he got away. Kyubey felt the same feeling that he felt in Mami's apartment living room that very morning - that sense of familiarity. He realized that he had no desire to leave this planet.

_Is this attachment? Then that means… _

"What are you doing, Kyubey?" he heard a familiar voice behind him. He turned around to face a raven-haired girl, fully decked in her purple magical girl attire and sporting a circular shield on her arm.

"Akemi Homura, what a coincidence." He replied. The Incubator recalled that Mami did say Homura had witch hunting duties tonight. "I am… contemplating."

Homura squinted her eyes in suspicion. Whenever the Incubator is thinking, it usually brewed bad things for her. "I see."

"How goes the hunt tonight?"

"Fine. I'm taking a break."

"You're handling yourself well then?"

Homura flipped her hair. "I beat Walpurgisnacht. I can deal with anything."

"You sound confident, but that's no reason to let your guard down."

"I know. Of all people, I should. Since when did you start lecturing, Incubator?"

"I'm only offering advice."

"Sure." She walked to the edge of the roof and sat down, dangling her legs over the edge. Being around the Incubator always irritates her, but something about him at the moment was making her feel uneasy, as if something was out of place. Was it something he said?

Kyubey stared across the short distance between them at the anomaly of a magical girl. Out of the three magical girls he knows now, she was certainly the most intriguing. Her time manipulation magic was of definite interest, though at first he found it hard to believe. But the only thing he can think about at the moment was the amount of devotion the raven-haired girl must have to fight through timeline after timeline, all for another person. It was incomprehensible to him.

"May I ask you a question, Akemi Homura?"

"Go ahead."

"How do you feel about being a magical girl?"

Homura eyed the Incubator warily. He was definitely acting strange, and it was unsettling.

"Why do you ask?"

"I am only curious." He replied - the same reason he had given Mami when he asked her the same question...but somehow, he knew that the answer to this question would change everything for him. It would explain why he couldn't bring himself to contract that girl earlier, and it would also answer certain questions about himself. It was something he had to know.

The wind gave a low moan in the short silence between them.

"It's hell."

Kyubey was taken back by the response and the seething contempt behind those words. But that he was taken back surprised him even more. He noticed the girl's hands curl into a fist.

"Its a life of misery, isolation, sacrifice. The only reason I go on is to protect her."

"I see." Kyubey felt his spirit sink even lower. He now knew why. He couldn't contract the girl from before because he knew it would be subjecting her to a life of suffering. He knew from experience that a magical girl rarely ever has a happy life. Every girl he contracts always succumbs to despair in the end. However, he had never that a thought before. There could only be one reason that he would worry about it now, and it's because...

_Mami was right._

The thought hit him hard. He felt his body tense with unease at the very thought and his heartbeat increase with every passing second.

_I really am going insane, aren't I?_

Kyubey took a moment to let to calm himself calm down. There's no point in overreacting. This can't be it. Not yet. He let his rigid body loosen and his shallow breath stabilize bit by bit.

_Is it really insanity though?_

The thought appeared suddenly in his mind. Kyubey did find it surprising - as did the rest of his kind - how a race can live in such a way. But even possessing such a mental impairment, their comparative progress has been notable. Though human society is riddled with various issues, he didn't doubt that one day humanity would reach the stars - just like their species. Could it be that emotions aren't as adverse as they had thought?

"_Don't you think it says something that emotions are what slows entropy",_ Mami's words resounded in his mind again. "_Emotions are what prevents the death of the universe. It says that they're meaningful, right?"_

Her reasoning was sound. Kyubey has always wondered why it was that this mental illness is the very cure for the cold that the universe is dying from.

With shock, he realized then that if he was really starting to sympathize with the human condition, then it could only mean that he has truly, undoubtedly, been afflicted. This time, instead of growing rigid in dread, he felt himself sag with quiet exhaustion.

"I must be going now." Homura stood up from her spot, and flipped her hair. She looked down below her and mentally judged the height of the skyscraper.

"Take care, Akemi Homura."

Her eye twitched and she stopped in her preparation to jump. She turned back towards the Incubator.

"You're acting weird. It's unnerving."

"Am I?" Kyubey sighed internally.

_It's obvious then, isn't it?_

"What's wrong with you?" Homura asked. She didn't know if it was something she should be worried about, but it never hurts to be careful. Especially if it might affect Madoka somehow.

"I'm not sure." Kyubey said, not that he wasn't sure he has emotions now, but rather that he wasn't sure if it was something wrong. He thought back to his conversation with Mami a few hours before. If he could fully understand what he's now experiencing, would he still think it's bad? Would the mental illness still be an illness to him? Mami was seemed sure that he could learn the value of emotions.

_I need speak to Mami again._

Kyubey pictured returning to Mami's apartment, asking her for the insights he needed, and suddenly the image of a rat scurrying across an open plain of grass in broad daylight, exposed and vulnerable to the predators above, invaded his mind. He shuddered at the thought.

Admitting to himself was one thing, but to another, it seemed lethal.

"Well… I'm going now." Homura replied with uncertainty. She didn't know what was going with the alien, but something definitely was. Whatever it was, she''ll need time to think, to sort out what seems to be a new development.

"Until next time then." The Incubator said.

She gave a curt nod in response. She took a deep breath, and leaped off the edge of the roof.

Kyubey silently watched the magical girl as she left. In the distance below him, she landed on the roof of another building and ran off, out of sight. She looked so small against the rest of the world. Though he didn't doubt her strength, the vast landscape below him only seemed to suggest how measly a single human was against the rest of the world. And yet, against the harsh reality of the world and the life forced upon them, they withstood it all.

_But at what sacrifice?_

They've lost something along the way - their comfort, relationships, happiness, their sanity. It was enough to make the Incubator question the integrity of his own actions, especially since he was the one that forced this life upon them. He looked up at the glaring moon and into its harsh, unforgiving, ivory light.

_What is this? Is this what humans call… guilt?_

It was almost ironic. How many times had he justified his own actions to the magical girls who discovered the truth? Back then, it had seemed more than justified. It was right. But now… he wasn't sure anymore.

_I don't like this._

If he can't bring himself to contract girls anymore, then what of his duties? If this would interfere with his work he wants none of it. He is an Incubator. His purpose is to collect emotional energy and abate entropy. It was either he continue to force a life of misery upon innocent girls, or give up his very purpose of existence. But once again, what of the suffering girls that he has led to their very deaths? He can't just ignore it anymore.

If what he felt now was only a small taste of what's to come, then what would happen once it does in full? If it's already interfering with his work now, then what of later? The emotions only seemed to trickle slowly through his consciousness at first, barely detectable, but when he finally notices them they've started to fall all at once, like a wave gradually building in volume until it finally crashes down upon the sand with violent force. It was only a matter of time.

Once again, he considered requesting a leave of absence. However, the Incubator knew that it was probably too late. The process has already started. What would his society think of him now? They would definitely shun him without hesitation. In fact, he wouldn't be surprised if they had already noticed.

Kyubey hung his head solemnly.

_I'm already an outcast. I can't go back._

There was only one path ahead of him now. He would have to face it either way. But the largely emotionless side of him that's still present resisted the thought with all its might and cringed with disgust and abhorrence. For the first time, the Incubator didn't know what to do. Suddenly, the sprawling city below him, a metropolis of a multitude of human inhabitants, seemed almost threatening.

_How did all this start?_

It didn't matter though. What matters is that he continues. Even if he is ostracised, even if his very purpose of existence is threatened, he must go on. He will find a way to reconcile his new predicament with his life. But this is something he can't do alone.

_I must speak with Mami._


	8. Venture

"Wow... sounds intense."

The phone pressed to Mami's ears slightly distorted the voice on the other end of the line. She had been on the phone with Kyouko for several minutes now and had just finished recounting the events of the previous night.

It was morning in Mami's apartment. The apartment was deathly quiet as usual, but she was used to it. Mami had woken up early, and now she sat in front of her triangular glass table with her breakfast. A glass of orange juice sat in front of her, along with a bowl of cereal left to turn soggy. She didn't have much of an appetite that morning.

Mami let out a long sigh in response.

"It was. And now I'm starting to worry because I don't know where he's gone to. To think he just came back a day ago..."

"Don't you worry, Mami," Kyouko said, trying to offer some comfort. "I'm sure he's fine. He'll come back."

"You think so?"

"Yeah, of course! Why not? I mean, I can't imagine anywhere else he'd go."

"But that's why I'm worried he hasn't come back yet!"

"Right… sorry."

The conversation lapsed into silence momentarily. Mami stared pensively at her unfinished breakfast on the wooden table in front of her, lost in thought. The light of the morning sun glinted off the polished, silver utensils.

_I wonder where he is right now. I wonder what he's doing._

"Well, this is kinda interesting." Kyouko started again, pulling Mami out from her thoughts. "I wonder what he'll be like. What kind of personality he'll take on."

"It's going to take some getting used to, huh?"

"Yeah… So, are you gonna do something about this?" Kyouko asked.

"I've been giving this some thought," Mami said. "I really want him to accept his new emotions. I don't want him to hate them. I want him to be glad he has them."

"Ever the caring mom you are."

"I'll take that as a compliment. Anyway I think the best way for that to happen is for him to just go out and experience these emotions. He has to know what he's getting into, right?"

"How are you gonna do that?"

"I don't think it's much, but I have an idea." She took a deep breath before continuing. "I'm going to take him to a music concert this evening."

Mami had to wait a few silent seconds before she received a reply.

"Huh?"

"Well, don't they say that music really brings out your feelings? I'm hoping it'll get something out of him. It's sort of an idea I had last night."

"Hey I'm not sayin' it's bad. Hell, that's a lot better than anything I can probably think of."

"Well anyway, some professional pianist is going to perform along with a full orchestra. I think it'll be a good experience for Kyubey if I were to take him to this concert. That is, if he ever comes back."

"He will, Mami. Don't you worry. Hope it all goes well."

Mami smiled. "Thanks. I hope so. You know, you're welcome to come too. The whole thing is sponsored, so admittance is free."

"Sorry, but I don't think that's my kinda thing. I don't want to be surrounded by a buncha old people."

"I'm not old." Mami said with a pout.

"Eh, what I mean is that they're the ones that normally go to these things - the elderly - y'know. Besides, I don't have any fancy clothes to go in. This kinda thing is classy, ain't it?"

Mami sighed again. "Alright then. If you say so."

"How'd you find out 'bout this anyway?"

"Some event is always going on in a city like Mitakihara. I just did some quick searching on the Internet."

"Lucky."

"Well, if you change your mind, it starts at 6:30 this evening, at the performing arts center downtown. Actually, it's pretty close to you, since you're staying at Akemi-san's place. You can even bring her along if you want"

"Eh. I don't think she's the type to go out very often."

"How is Akemi-san doing, by the way?"

"She came back last night a bit edgy. Seemed like something was botherin' her."

"Oh? I hope she's alright. Maybe she fought a powerful witch."

"Doesn't seem like it. She didn't have any injuries on her."

"Hm… well, regardless I hope she's okay."

"I bet she's fine. She's always so tense. Hey, I think I'd better go now. she'll kill me for using her phone for too long."

"Alright then. Thank you for talking with me, Sakura-san."

"Sure thing. It's good to get stuff off your chest."

"Yes… I'll talk to you later then. Please send my best regards to Akemi-san, if you will."

"Sure, Mami. Bye!"

The line went dead with a click, and Mami placed the phone back on the wall. She let out a relieved sigh. It felt good to talk about what's been weighing on her mind, especially with someone like Kyouko. Her carefree attitude is calming, and often rather contagious. Mami looked over at the clock on the wall, which read just about half past nine.

_I sure have a lot of time to spare._

* * *

><p>Mami, while diligently cleaning her apartment, didn't noticed as Kyubey entered the apartment through the kitchen windows and situated himself on the windowsill. Mami was vacuuming the floor of her kitchen, humming a tune despite the loud roar of the machine.<p>

With a final sweep across the tiled floor, she turned off the vacuum and wiped some sweat from her brow. She let out a sigh. It was just past noon, and Mami had been cleaning her apartment the entire morning. It was a habit she made for herself to tidy her house up every weekend.

She looked up, and saw the Incubator sitting on the counter.

"Kyubey!" Mami rushed towards him. "You're back!"

"I am. How are you doing, Mami?"

"Um… I'm fine, thank you. What about you? Are you okay? I've been worried." Mami had her hands clasped in front of her chest, and her eyes were brimming with concern.

"I have not sustained any physical injuries if that is what you were wondering."

"Well, not exactly…" Mami murmured with a slight frown. "I was wondering if you're feeling alright."

"Then… you were speaking from an emotional standpoint."

And then, Mami knew for sure. What Kyubey said wasn't just a mere statement - it was his admission. It was his admission that he acknowledged the birth of human emotions within himself. Kyubey normally would have brushed off her inquiry, often with an offhanded comment, but this time he didn't.

At that moment, Mami knew that Kyubey recognized his developing emotions, and she could see it in his two eyes - in those red, piercing eyes that had always been cold, soulless,and empty but now held depth and spirit. Now, she could see the person behind them. She could feel the soul behind those red-tinted windows trembling with uncertainty, and she saw the confusion and apprehension and fear of a cornered spirit, one in an unfamiliar environment.

Mami tried to put on her best expression of sympathy and understanding. She asked again, softly, "So… how do you feel?"

"I'm not very sure."

Mami nodded slowly. She had expected such an answer.

"Well, I'm glad you're back. I wanted to apologize."

"For what?"

"I want say sorry for being so forward last night, because it might have scared you off and-"

Kyubey cut her off. "You do not have to apologize for anything, Mami."

Mami blinked in surprise. "Oh… well even so, I'm sorry. I'm just glad you're back. Can I do anything for you?"

"No, thank you. I ask that you continue with what you were doing, since you seemed busy."

"Are you sure? I'm not that busy. Just cleaning."

"Yes, I am sure. Please, continue. I won't be of any disturbance."

Mami nodded again, though reluctantly.

_He probably wants some time alone._

So she returned to chores about the house. She wiped the counters, washed dishes, and dusted every surface. She mopped the floor, wiped smears off the windows, and cleaned the bathrooms - and in the scrubbing and the wiping she gave Kyubey space. She would pass through the kitchen occasionally, only when necessary, and when she did she would see the Incubator curled up on the windowsill, his chest silently rising and falling in slow intervals, and she would find herself padding across the tiled floors in trying not to disturb him, even though she knew he wasn't sleeping.

Mami knew that it would be best not to push it too far, too soon. Even though he had already spent a considerable time away, merely coming back was a large step. Mami thought about how hesitant Kyubey must have been to return.

Too soon, she had finished her chores, and was left with nothing to do but glance at the clock and mull over whether to approach Kyubey or not. She had to bring it up at some point - the music performance that would surely help him along on this dramatic journey.

The antique clock in her living room struck five times, and Mami peered into the kitchen. Seeing Kyubey still curled up and resting quietly on the counter, she took deep breath, and with a hesitant step entered the kitchen towards him.

"Hey Kyubey," Mami began, putting on a friendly smile. "What have you been doing?"

Kyubey lifted his head. "Nothing much. I have been… thinking."

"Mind if I ask… about what?"

"Well… I was wondering. What now? What comes next for me?"

Mami looked to the side in thought. Across the kitchen, she could see the world outside the window. The skyline of the city stretched out before her view into the distance, and above the tall buildings the sun was in its final stages of descent, smearing the expanse of the sky in its wake with fiery hues of red.

What comes next for him indeed? Mami wasn't sure what the future would bring, and she wasn't sure if she could ever know. But through all this she knew she wanted to help. As the sun sets on a new period in Kyubey's life, Mami knew she wanted to help him make sure that the sun also rises.

"I can't say I know," Mami sighed. "But, I do have something planned for us to do today that might help you."

"Is that so?" Kyubey tilted his head. "What is it?"

"I think it'll be best explained when we get there."

"I'm not sure I want to participate, especially since I don't know the details of this activity."

"Well, you said yourself you're not doing much." Mami giggled. "Don't worry, I know it'll help. Trust me, Kyubey."

Mami watched Kyubey as he silently contemplated the decision. She had known him for so long that she could tell when he's in deep thought. His ears would perk, and his tail would swish steadily behind him. It was different from his meditative pondering in which his body would hardly move at all. This kind was a more urgent, on-the-spot, flighty kind of thinking.

Mami wanted him to agree. She didn't have any other ideas of how Kyubey could deal with his emotions. This - though it may not be the best - was her only one at the moment.

"Alright," Kyubey finally said. "I'll trust you, Mami."

Mami let out a deep breath. "Oh, thank you! We'll be leaving as soon as I get ready!"

She rushed out of the kitchen, an elated smile on her face, and ran to her bedroom to change. Her gown was already laid out over her bed, and she had already took a shower. Mami quickly got dressed. She undid the ponytail she normally adopted while doing chores and put her hair in her signature curls. She even applied some light makeup. While she got ready, Mami had one thought on her mind.

_This is the beginning of something new._

* * *

><p>Mami noticed the large banner draped above the entrance to the music hall as she approached the wide, double glass doors. Large, grey text over a deep purple background announced the event to the pedestrians passing by and to the sizeable number of attendees gathered in a short line in front of the doors.<p>

"We're here!" Mami said, smiling widely. She turned to Kyubey resting on her shoulder. "What do you think?"

"A music concert?"

"Yes! Exciting isn't it?"

"I'm not sure I understand the reason."

Mami put a finger to her chin, her habitual gesture of thought. "Well, I'm not sure if I get it myself. But you see, I think everything will become easier for you once you fully understand your own emotions."

Mami joined the line of people waiting for the concert, glad for a chance to rest her legs. The large concert hall was a considerable distance from her apartment, but luckily still a manageable walk. The night air was cool and dry, punctuated by the occasional breeze that swept past her legs and ruffled the edges of Mami's thin dress, tickling her knees as she walked.

"How does a music concert help me understand emotions?"

Mami frowned at the question, and took a moment to mull over it before continuing.

"Well, music to us is… very expressive. When people create music, they impart their emotions in the song. Every piece of music moves you in a certain way, and can inspire very strong feelings in a person."

She kept her voice soft to not draw attention to herself, especially since the nearest person was only standing only a feet in front of her in the line. Since no one else would be able to observe Kyubey, it would seem quite strange to see her talking to air. She could very well rely on telepathy, but Mami had always preferred to use direct, verbal speech. It was more personal.

"You want me to feel these emotions by hearing music?"

"Yes. That's the only way you can learn about them and understand them, right? By experiencing them first hand."

"I suppose it makes sense."

Mami smiled again. She was feeling more confident with every passing moment. She bounced slowly on her feet in nervous excitement. She looked around the area to see if Kyouko had decided to come by any chance. Normally her fiery red hair would be very noticeable even in the crowded streets of Mitakihara, but Mami could see no trace of Kyouko anywhere.

"Thank you for waiting!" A woman announced as she opened the door and stepped out of the building. "Please enter and follow the signs towards the auditorium. The performance will begin momentarily."

Mami gave up in her search for Kyouko and directed her attention towards the door. She moved forward with the rest of the line.

"Here we go!" Mami said as she entered through the doors.

They were greeted by the cool gust of air conditioning. A musty smell filled Mami's nostrils, like the smell of a yellowed, old book. Mami's feet sunk into the soft, carpeted floor as she walked through the halls of the building, following the signs mounted on the walls that directed towards the auditorium. But she couldn't help gawking at the stately interior, with its walls decorated by various portraits and the elaborately designed ceiling high above them.

"Why do people bother coming to these concerts?" Kyubey asked suddenly.

Mami peeled her attention away from the signs, letting the others in front of her to guide her way. "What do you mean?"

"I was thinking that if music can inspire emotions in people, I find it rather odd that people would willingly let their emotions be manipulated."

"Well I don't think people are having their emotions 'manipulated' per se," Mami said. Her eyebrows furrowed slightly in thought. "I think, listening to music in some way is also a form of expressing emotions - a way of letting them out."

"I see."

Finally, the throng of people reached an atrium, ending in a set of wide, double doors. Two attendants stood on either side of the door, waiting for the people at the rear of the crowd to catch up.

"Sometimes," Mami continued, not fully satisfied with her previous answer, "when a person is feeling sad, she might want to listen to some happy music to cheer her up. She might even listen to sad music too. But it's not like music is only to cheer us up.

"Music doesn't really have to exist, I suppose. It doesn't have any practical purpose. But every culture on Earth has it. Music connects people. People go to concerts all the time to see their favorite bands and they make friends there. People use music to celebrate, to mourn, to have fun. Now that I think about it, it's quite a human thing. There's just something beautiful about music that's so hard to explain."

"That is very intriguing."

"I think you'll understand soon enough." Mami said, referring to the attendants that now moved towards the doors.

_At least, I hope he does._

They placed white-gloved hands on the handle and pushed the doors open wide. Mami and Kyubey moved forward with the crowd, and stepped through the doors into the auditorium.

The room was large and spacious. Plush, folding seats fanned outwards in a wide arc and split into three sections. Pale purple bulbs lit the aisles between. The ground sloped downwards, creating a pit, and a stage was raised at the center. A symphony orchestra was gathered on the stage, regal and imposing. But the most striking aspect of the auditorium was the clear glass ceiling spanning above.

Mami gasped as she looked up and saw the moon shining high above her, casting a dim, ivory glow through the glass onto the auditorium. The only place the moonlight didn't reach was the stage, where the musicians sat in a island of golden, artificial lighting. The light gleamed off the polished wood of the violins, the amber metal of the euphoniums, and the black surface of the grand piano that was placed in front of the orchestra.

Mami quickly selected a seat near the back, thinking that a higher elevation would allow Kyubey to see better. She didn't want to walk down a slope with high heels on either. After she sat down, she watched the others slowly found their way to their seats, one by one. As she waited, Mami shifted anxiously in her seat and fidgeted with the hem of her dress.

_How long has it been since I've gone to something like this…?_

The shuffle of footsteps and the clunking of seats being folded down gradually receded. Soon, the auditorium was silent. A tall short, stout man stepped out onto the stage, followed by a round of applause. Mami joined the clapping, vaguely recalling from the online brochure that he was the pianist that would be performing. He would perform along with the orchestra three different pieces.

The man stopped at the piano, gave a quick bow, and sat down.

"Alright, this is it." Mami whispered. "Can you see?"

"Yes. I have a clear view of the performers."

"Okay… well, hope you enjoy."

With nothing left to say, Mami fixed her attention to the stage.

_Let's hope this goes well._

The pianist removed a handkerchief from his coat pocket and wiped his brow. He exchanged a quick nod with the conductor standing in front of the orchestra. Then he pressed his feet to the pedals, and raised his fingers to the keys. Mami took in a deep breath.

The first note rang out, low and rich. It was followed by a slow refrain, rising and falling in a wave as the pianist's fingers treaded up and down the piano. Soon, the symphony joined in with soft, sustained chords that carried along with the piano's slow march as it slowly rose and fell in volume.

The music was light, gentle, and calming. Mami slowly let out her breath as she felt herself relax to the lull of the melody, as if she were being rocked back and forth by the rising and falling volume of the symphony and the rising and falling cascade of the piano's notes. On the stage, the violin bows being drawn, the trombone slides moving back and forth, the swaying bells of the instruments, all blurred into unhurried movement. She felt her eyes begin to unfocus, and soon the glitter of light from the instruments became pinpoint stars in her vision.

Mami's thoughts swam. She heard a tiny, spritely bell, ringing here and there at different pitches, and then there were real stars in her vision shimmering against the black night.

_She looked back down from the sky, and her mother was standing in front of her, holding her tiny hands. They stood in a wide expanse of grass and rolling hills, hand in hand, swaying to a gentle melody - the same melody - from the small radio on the ground beside them. The wind was sighing in tandem to their waltz, billowing their loose dresses around them. The music was reaching a climax. Their dance swung wilder and wilder as the notes swung back and forth, reaching a higher volume at every turn, drawing out the breadth between each swing until it finally rose to a single, momentary swell…_

The room rumbled with applause, and Mami gasped as she was pulled from the sudden memory, her heart pounding. Mami blinked and glanced around, suddenly disorientated.

She quickly turned to Kyubey.

"Hey, how was that?"

"I… I don't know."

"Did you... feel anything? Anything at all?"

"I don't think so."

The applause had petered out, and Mami sunk back down in her chair with a sigh.

_I thought that was pretty moving. Amazing really. I barely remember that time in the park - it was so long ago._

From a side entrance, a man stepped out and bounded up onto the stage. He stopped in front of a microphone. The man gave a big smile before beginning his introduction.

"Good evening, ladies and gentleman. Thank you for coming to-"

"How about you, Mami? Did you feel something?" Kyubey suddenly asked, causing Mami to jump in her seat. She pulled her attention away from the stage.

"_Well… yes, I did."_ Mami replied through telepathy. "_I felt nostalgic. Just bordering happy and sad. The song brought back a rather nice memory for me, but..."_

Mami paused for a moment. "It was of my mom, so..."

"I see."

Mami waited a brief moment in silence, but seeing as Kyubey didn't have anything further to say, she directed her gaze once again to the stage.

"-and we hope you all enjoy the rest of the show." He finished with a nod of his head and headed off stage, followed by a short round of applause.

The performers were set for the next piece, and the pianist was taking a moment in quiet meditation. His eyes were closed, his hands on his lap, and he was breathing slowly through his nostrils.

"Actually," Kyubey said through the silence. "Now that I think about it, when I was listening… I'm not sure. I heard it, but it sounded different. No - it didn't sound any different. It felt different. I heard it differently. It was a different kind of hearing."

"What…?" Mami's eyebrows furrowed in confusion.

"My sense of hearing is better than those of humans. I could hear all the chords and the different instruments. But I felt like I was… away from it."

As confused as she was, Mami didn't get the chance to think any further about what Kyubey had said. The pianist had lifted his fingers to the piano keys again, and immediately the first notes of the next song rang out, quickly followed by the orchestra.

This time, the melody was filled with treading, punctured notes and minor chords. It was a languor that hung in the air, tender and aching. The music submerged her in a hazy sea of melancholic contemplation.

The notes plucked at Mami's heart. She felt a familiar tension rising up in her chest, and suddenly she was reminded of her apartment - with its large set of dinnerware and drinking glasses only sparsely used and large living-room couches never fully occupied. She would look out her large windows every night, and see the rectangles of light from the windows of the many buildings around her, each representing another life. Surrounded by the vast ensemble of lives around her, she would bear an awful loneliness.

The tempo quickened gradually, tugging along with it Mami's heartbeat, and the music grew louder and louder. The wails of the instruments grew shorter and shorter until it became a single cry. Mami could have sworn she saw the ivory glow around her sharpen and grow harsh with intensity.

"Stop. Stop it." The sudden cry pierced through the music around her.

_That was Kyubey!_ She realized and quickly turned to her side.

"What? What's wrong?" Mami almost gasped, a worried look on her face.

Kyubey was shaking his head. The auditorium was dim, but she thought she could see his body trembling.

"I don't want to listen anymore."

His voice was almost frantic.

"I-it's okay, Kyubey. Calm down." Mami said, more to herself.

_What's going on?_

Mami's heartbeat fired as panic took hold. "We can leave if you want. Come on, let's go."

Mami reached down an arm to let Kyubey up on her shoulder. She quickly shuffled out to the aisles and made her way towards the exit. She plodded through the carpeted corridors and out the doors. But even as the doors to the auditorium closed behind her, the music continued to play in her head - pounding, crying.

* * *

><p>The two were back outside in the cool, night air, just outside the entrance of the music hall. Mami leaned against the equally chilly stone walls. She had her head down in her hand, massaging her temple, and trying to catch her breath after the sudden exit she had made.<p>

With Kyubey on her shoulder, Mami could feel that he really was shaking. It was much worse than she thought, but at least he was starting to calm down.

"Kyubey, what's wrong?"

"I… I don't know." He replied. "The music - the sound... it was… I don't know."

_The music…? Was it the music?_

A single refrain from the piece played through her mind, a passionate back-and-forth moan between the violin and the piano.

Mami knew then what happened.

"Kyubey, I think it worked!" Mami said, perking up.

"It… worked? What do you mean it worked?"

"I mean the music was able to make you feel something! It worked!"

"I don't really like what I felt."

Mami turned towards Kyubey on her shoulder in surprise. "Oh… yes. It was a kind of a sad song, wasn't it."

She looked up at the dark, cloudy sky with a frown, feeling upset that the first thing Kyubey felt from it was so depressing.

_Geez, why couldn't it have been the first one? It was so relaxing and beautiful._

"Mami," Kyubey began. "Do you know what kept going through my mind during that song?"

She drew her attention back away from the sky towards Kyubey."What's that?"

"I thought about what you said to me last night about being a magical girl. You said that it wasn't a life you'd have chosen."

"I… don't understa-"

"And I ran into Homura last night, and I kept thinking about what she said. She said that being a magical girl is hell. During that song, those things were on my mind, and I suddenly thought of all these other girls too that I had contracted with before. They all have died. All of them, except you three.

"While I was away I made a contract with another girl. Do you know how she died? Her power leaked, and her family found out. They rejected her, and in grief she worked herself to corruption. I watched as her soul gem shattered and became a witch's labyrinth. And-"

"Kyubey, stop," Mami said, as realization finally dawned on her. "I know what's going on. You feel guilty."

There was a long pause.

"Is that so…? I suppose I had suspected as much, from the beginning."

Mami almost felt as if an additional weight was placed on her shoulder at those heavily-laden words. But what could she do to lift its burden? She pondered silently. Then after several minutes, an idea struck her.

Mami pushed herself off the wall and started walking. She walked with a set face, determination in every step. Her heels clicked across the pavement as she briskly marched past window after window of the buildings along her path. Most of the stores and restaurants were dark and closed for the night, and the only illumination was the occasional streetlight that soon also petered out.

"Where are we going?" Kyubey finally asked.

"We're going to get rid of your guilt. You can't just let it sit."

"Get rid of it? How?"

Mami stopped at a corner of an intersection, where to her left another street beside hers ran askew and merged together to form a "Y". She turned towards a house on the corner. A plaque was set beside the large doors, with the words embossed neatly onto its surface, "_Akemi Residence"_.

"Here," She answered. "You're going to apologize."

* * *

><p>Akemi Homura was poring over a novel in her living room when she heard the doorbell announcing the presence of visitors at her door. Pulled from her reading, she sighed, closed the book, and placed it on the coffee table in front of her.<p>

She looked up and stared across at the couch across from her where a certain redhead lay, spread haphazardly, asleep. Homura grinned in amusement. She was surprised that the loud chime didn't wake her, but then again Kyouko probably couldn't hear it over her own snoring.

Deciding not to waste any more time, she rose from her seat, and exited the living room. She padded barefoot across the cold linoleum floor, down the long corridors of her house to the door. She was wearing pajamas, hardly presentable to any guests, but she had already resigned herself to ignoring the visitor unless the person was one whom she knew well. Considering she knew hardly anyone at all, even in this bustling city, it was almost an outright refusal.

She reached the large, wooden door, and peered out the peephole. She saw outside a petite figure, concealed mostly by darkness but illuminated just enough by the meager light of a distant source to reveal her blonde, twin curls. Sighing, Homura swung open the door to greet Mami.

"What is it, Mami?" Homura sighed.

She then noticed, by the better lighting from the interior of her home, the Incubator resting on Mami's shoulder. Homura unconsciously clenched her hands.

Mami bowed. "Sorry to bother you at this hour, but-"

"It's fine. I wasn't doing anything."

"Right…" Mami continued. "Anyway, I have something of rather great importance I want to address with you."

Homura looked towards Kyubey, her eyes narrowing in distaste. "Does that thing have to be here? I'd rather not have it in my house."

"Actually, it has to deal with Kyubey himself."

Her glower deepened. What could she possibly want to discuss at this hour concerning the Incubator? Homura thought about turning them away and returning to her novel still sitting on her coffee table. How dull the prose was in the novel couldn't possibly be as bad as discussing some issue about the Incubator. But then, Homura remembered the odd conversation they had the previous night while she was out on patrol through the city. Could this be related?

"Alright, come in." She spun on her heels and walked back into the house, gesturing to her guests to follow.

* * *

><p>Mami sat on a plush, black sofa across from Homura. The house was kept at a chilly temperature that stroked at her skin exposed by the light dress. A glass of water was courteously placed in front of her on the coffee table. To their side, Kyouko was asleep, arms sprawled across her own couch, arms flung in several directions.<p>

"How is it, housing her?" Mami ventured timidly, trying to ease her way into conversation.

"Not too bad. She actually helps around the house."

"That's nice."

She took another glance at the girl, snoring in her sleep. It would have been funny, if not for the waves of nervous energy radiating telepathically from her shoulder.

Despite the time they've known each other, this was her first time in Homura's house, and Mami took the time to observe the high ceiling and the large pendulum suspended above them. A muted television screen flashed to their side, also suspended in the air like a floating hologram. There's no doubt the house has a very modern design.

_I wonder how she managed to acquire a house like this._ Mami wondered.

Deciding not to delay the matter anymore, Mami looked straight ahead at her fellow magical girl and partner and began.

"I suppose you'd want to know why I've suddenly asked to speak with you at this hour."

Homura's face was stony and rigid, but her violet eyes displayed her curiosity - and perhaps even apprehension.

"Yes. Please explain."

Mami nodded. She sent a brief, private thought to Kyubey to offer some measure reassurance. "_Everything will be fine, Kyubey. Trust me on this."_

Receiving nothing in reply but the same uneasy silence, Mami decided to continue. She cleared her throat, and began her story.

Mami talked about Kyubey's recent return to Mitakihara, his odd behavior, and her suspicious as to the reason for such. She took a break once or twice to take a sip of water. Homura listened silently the entire time, but her expression grew more and more disconcerted. Finally Mami explained her plans for the music concert, and the events that had transpired there.

"I think what Kyubey feels is guilt," Mami concluded. "So to deal with that… I've brought him here to apologize."

Homura's head snapped back in surprise at Mami's conclusion. "Apologize?"

"Yes, he told me that he can't stop thinking about all the magical girls he has made contracts with. That's why I thought I could help ease his pain by apologizing to you."

"Me?" Homura scoffed, turning her head away. "Are you trying to insult me?"

"No, not at all. I just thought that you have most likely seen some of the worst of all of us, so-"

Homura sprang to her feet.

"Stop," She said through gritted teeth. Her head was downcast and her hands were clenched into trembling fists. She felt angry - irrationally so. It was completely unlike her. She felt almost disgusted.

"Kyubey having emotions is hard enough to believe, but you've brought him here to apologize?" She continued. "After all I've been through - all I've suffered - you think a simple 'sorry' will make me forgive _it_?"

"That's not what I meant at all, Akemi-san," Mami said, barely above a whisper. She was surprised, and hurt, by Homura's sudden malice.

"Homura," Kyubey said. He leaped onto the coffee table, making sure Homura had her full attention trained on him. He had been silent this entire time, but now felt the sudden urge to make his own voice known.

Homura's muscles clenched, but she raised a resentful gaze towards the creature in front of her. "What?"

"In an area such as this," Kyubey said. "I don't pretend to understand everything yet. However, after listening to you, I've come to realize that I need to apologize. I don't expect you to forgive me, but this is something I can't just leave alone."

"You're right. I don't forgive you," Homura said. "I can't. You don't know what I've lived through."

"I do not, and for that I'm sorry." Kyubey bowed his head for the first time in his life.

"You have no clue what I experienced. I've had the same tragedies thrust in front of my eyes over and over again to the point where the pain grew numb."

"Yes, and I'm sorry."

"Stop saying that!" Homura cried.

Mami jumped and gasped at the sudden noise, and then she was only aware of the insufferable silence of the room. Her eyes darted about nervously. They then landing on Kyubey, and she wondered how he was feeling right then.

_Does he feel hurt? I know I would, after that._

She looked at Homura, and was surprised to see the barest hint of tears pushing at the corners of her eyes.

"You deserve the worst this world has to offer." Homura said bitterly under her breath.

"Don't say that, Akemi-san…"

"You deserve to die."

Kyubey's frame visibly slumped. His fell down and his ears flattened. "Perhaps I do."

"No!" Mami shouted, and suddenly the conversation's focus was on her. "If you don't live, you won't even get a chance to set things right, to make up for what you did."

"But... how could I?" Kyubey turned to face Mami. "My sole purpose for existing is to form contracts with girls, but I can't do that without subjecting more girls to lives of suffering."

"Then find a new purpose."

"You don't understand. Our society is very rigid. We don't choose our positions in life."

"I don't think you're part of their society anymore." A new voice had joined the conversation. Kyubey, Mami, and Homura snapped their heads to see Kyouko, sitting cross-legged on her couch. They had been too caught up in their conversation to notice her waking.

"Sakura-san, you're awake!"

"How can I sleep while you guys are making so much noise?" Kyouko stretched and let out a yawn. "Anyway, Kyubey, what I'm sayin' is that as you are now, you're not tied to their society anymore. You can do whatever you want."

Kyubey stared intently at Kyouko before answering. "You may be right."

"Well I don't want to hear anymore of this," Homura said, sitting down again and rubbing her eyes. "Tomoe-san, I'm going to have to ask you to leave."

"Alright… thank you for your time, Akemi-san." Mami gestured to Kyubey, who jumped back onto her shoulders. Mami stood to leave.

"Let me see you out," Kyouko said quickly, also rising. "Besides, it's my turn to hunt tonight."

The three made their way to the front door. Mami felt like Kyouko had something she wanted to say to them, but she kept silent, waiting for her friend to initiate.

They had reached the large wooden doors, and Kyouko stepped forward to push the door open, leading the group outside into the cool air, positively warm compared to the chill of the house. The door swung closed, separating the three outside.

"Well, hope you two have a good night," Kyouko said, leaning against the door.

"You two, Sakura-san. Good luck hunting."

"Like I'll need it. Thanks though."

"If I may, Kyouko," Kyubey interrupted. "I want to know how you feel about my predicament."

"Me?" Kyouko said. She looked up at the night sky in thought, eyebrows furrowing. She let out a long sigh before finally answering. "Well, it's not like I blame you for all the things that've happened to me. I brought it on myself with my choices."

"Sakura-san, don't be so hard on yourself." Mami said.

"Nah, it's the truth, and I'm over it. Anyway, Kyubey, I just hope that you're more considerate of the girls you contract now that you can be."

Kyouko pushed herself off the door and started down the street.

"You two better head back now. I'll see ya." She said, raising her hand in farewell to the ones behind her.

Mami watched in silence as Kyouko's silhouetted figure slowly faded into the evening

"I guess we better go too." She said, and turned to head the opposite direction.

The night consisted only of the sound of her steps along the road and the sight of the chiseled cracks along the gravel path that she continued stared down at on her way home. Mami was too dejected to try to talk. She didn't expect the extreme response that Homura had, being the level-headed person Mami thought she was. No doubt it hurt Kyubey.

"Mami," Kyubey said, breaking the silence. They were already well along their way back. "Homura was very hostile back then."

"I'm so sorry, Kyubey!" Mami replied. "I don't know why Akemi-san reacted that way. I'm afraid our visit wasn't as helpful as I'd hoped. I feel really terrible..."

"You feel terrible, huh? All these bad feelings... how do you humans live with them?"

"Well it's not like that's not all there is. All the happy moments, all the beautiful things, all the good things - they have a value too that I think… might be worth it."

Then Mami realized, it's up to her to show Kyubey these good things in life. Didn't she say she wanted him to embrace his emotions? It isn't just about bringing them out. It's about teaching him to experience the height and depths of what emotions can give.

"The good things... like what?" Kyubey asked.

"Well…" Mami stopped and looked around.

What she saw was the darkness of the night, and the grey roads and buildings around her. Then She looked up, and then she noticed the expanse of the sky glistening above her. The stars sparkled across the evening sky, as if each twinkle of their pinpoint light chimed a gentle tune.

"How about the stars? Aren't they beautiful tonight?"

Kyubey peer upwards, and the two stared at the stars in silence.

After a while, Mami looked back towards the road and began walking again. But in the corner of her eye, she could see Kyubey continuing to gaze upwards at the stars. Soon, Mami could see her apartment building nearing around the street, and she became aware of just how tired she was.

_I have school tomorrow too._

The heavy evening was taking its toll, and she looked forward to her night's rest. Although with all that has happened, Mami wondered if she would be able to fall asleep at all.

Mami stopped before the entrance into the apartment building, and took a moment to glance at Kyubey. She blinked in surprise at seeing him still gazing up at the sky.

"Kyubey...?"

There was a long pause before he finally answered, and even while he answered, his eyes never looked down from the stars.

"Yes," he said. "They're beautiful."


	9. Experience

The moon shined through the window of Mami's bedroom and cast a small rectangle of ivory light across the floor, disfigured only by the shadow of Kyubey, resting on the windowsill. It was late into the night, and Kyubey couldn't help but pore over his memories of the past day.

After their first discussion of his developing emotions, Kyubey had found it hard to come back to Mami, even while he had reconciled himself to his situation and to its necessity. He had spent a good part of the morning running scenario after scenario in ways he could approach her about the subject. Then when he finally did come back, he had found himself unable to talk to her. His intent was steadfast, but his will was unmoving. It was a strange feeling - trying in vain to talk to Mami in the kitchen when he first came back.

_What was that before? So strange… even when I just wanted to tell her. That feeling held me back._

Kyubey closed his eyes, trying to concentrate on the exact feeling. He almost ascribed it to worry, but he knew the feeling was stronger. One not directed outward at problems - indeed he had felt troubled before, usually involving the death of magical girls he had contracted. But this type of worry was internalized. He felt an uncertainty, a tension that froze his actions and barred effective thought.

Kyubey had never been as passive before, allowing Mami to lead him and carry him along in a wild roller coaster of good intention. But her kind intentions had caused terrible effects on his already tender psyche.

_Has this room gotten colder?_ He thought, shivering at the memories.

The heavy pain he had felt at the concert made the guilt of the previous night seem like a mere annoyance, and when he went to apologize, to ask for forgiveness and claim an ounce of consolation, Kyubey had given up even more instead. It was the loss of what could have been. He received none of the consolation assured by Mami - only a deeper emptiness in his heart.

What could fill this hole in his soul?

"_Find a new purpose!"_ Kyouko's words resounded in his mind. But it was his knowledge that one could not choose one's own purpose, for it is something given through existence - preceding existence. That which does not yet exist cannot decide for itself why it exists. Even granting that, what could his new purpose possibly be? How could he find one when this life was all he knew?

Kyubey's only solace that evening was the glimmering stars in the sky. Even through the light pollution of Mitakihara, his developed eyes could see the cosmos swirling above him far more vividly than the average human or even magical girl.

However, this time was different. Before, when he looked at the stars, he would instinctively calculate their positions in the sky. He would determine time, latitude, and direction of travel. The stars were useful tools. But back then he did none of those things. He only watched. The stars didn't serve any purpose, and yet they were precious in their own right. He felt distant from them - not physically, but as though his mind was detached from their utilitarian purpose. He was flooded with an awe and wonder he had never experienced before.

With a start, Kyubey realized that it was the same feeling that he had felt during the first song at the concert. It wasn't as developed at that moment, but it was definitely distinguishable. Those rolling chords that were only amplitudes and frequencies to his ears before...

He peered around the dark room, and his eyes rested on Mami. She was fast asleep, apparent by her deep, even breaths, but Kyubey only wanted to wake her and tell her about this strange feeling he has. It was almost indescribable, something completely unknown to him.

_But she requires sleep. I shouldn't wake her._

It was late into the night, but he would still be alone with his own thoughts for quite some time.

_Having no need for rest, I can see now is both a blessing and a curse._

But it was the only thing he could do at the moment. Kyubey turned back to the window, and once again gazed at the stars. Those twinkling dots were his light at the top of the deep chasm that he had carved in his spirit. Even through his sadness, he could feel his spirit rising just by looking up.

* * *

><p>The morning came slowly. Eventually the starlight was engulfed by the sun's rays that pushed its way into the bedroom, flooding its walls in swaths of orange and yellow.<p>

Mami's alarm clock went off, and Kyubey could hear Mami stirring in her bed. He cracked an eye open and saw her sitting up, arms raised in a wide stretch and yawning.

"Good morning, Mami. I trust you slept well?"

Finished stretching, Mami let out a short sigh and shut off the alarm. "After that long night, I wish I could sleep some more. How was your night?"

"It was relatively uneventful. But…"

"But...?" Mami asked.

Kyubey wanted to tell her about the things he had thought about in the night - of his struggle with his purpose, of the overwhelming yet calming feeling of gazing up at the stars and listening to that music. But he felt that same force as when he returned to Mami in her kitchen robbing him of his will. So he hesitated.

"Don't be afraid to tell me, Kyubey." Mami said softly. "Communication is important. If it's something bad I want to know what it is so I can help you."

_Is this what's holding me back? Fear?_

Why was he afraid? Certainly he had faced much more frightening things - battles with witches, to name one. For him to be afraid of this… it was ridiculous. But that just meant Mami's right. He shouldn't hesitate.

"It's nothing too bad," Kyubey said. "I thought a lot about what had happened yesterday."

"Hmm?" Mami laid down on her stomach, propping her head up with her arms." What about?"

"It's hard to explain, but I was hoping you could tell me what feeling it was."

Mami smiled. "I'll do my best. Go ahead."

Kyubey turned to look out the window again and took a moment to collect his thoughts. The stars he had gazed at last night were now puffy clouds in the blue sky.

"Remember at the concert, after the first song, I said that I heard something different. I said that I heard it differently."

"Ah yes… I vaguely remember that. It was quite sudden and the next song was just starting so I almost forgot."

"Back then, if I could describe what I felt… well, I realized it was the same feeling I had while looking at the stars."

"You were staring at them a lot last night!" Mami sat up again, sitting cross-legged now. "I'm glad you liked them so much.

"I suppose you could say that. Well, even though I know those feelings are the same, I don't know what the feeling is. Could you tell me, Mami?"

"The feeling of looking at stars and listening to music? I'm not sure if that is a feeling."

"But I do feel something. When I look at the stars before, they were only useful tools for navigation. Before, I didn't understand music, because they were just frequencies in harmony. But back then, I didn't think about those purposes. I saw the stars, I heard the music, and they...moved something inside of me."

"Well I mean, when you put it like that I feel do feel _something_ when listening to music I really like, and looking at beautiful things, I guess."

_Mami crosses her arms and chews her lips when she's thinking… why am I thinking of that right now?_

"Well, I don't what you would even call that. I'm sorry, Kyubey."

"I see. That's okay."

"Don't you worry!" Mami said with a big smile. "I'll look into it and get back to you! But for now, I need to get ready for school, okay?"

At that, Mami got out of bed and headed out her room.

Even after his months of absence Kyubey could still remember Mami's morning routine for school days. He knew she was heading to the kitchen, because she would always cook a meal for herself first as well as her day's lunch. After that she would take a shower, brush her teeth, don her school uniform before finally doing her hair. Kyubey stayed on his perch, relaxing himself in the familiar bustling around the apartment.

Soon, Mami was just finishing brushing her hair. Kyubey watched as Mami, with a flourish of her hand, affixed her hair into her signature curls with a tiny spark of magic. She grabbed her bag beside her.

"Well, I'm off now," She said, turning to look at Kyubey. "Will you be okay alone for a while?"

At those words, he felt a slight nervousness seize him.

_I don't know. What am I going to do with myself today?_

"I should be fine. You have a good day at school, Mami."

"Hmm… alright then, if you say so." Mami paused slightly before heading out the bedroom. "See you later!"

Kyubey closed his eyes and listened to the sound of her footsteps recede. Soon, he heard the front door open and close. Then he was alone. Alone in the spacious apartment.

_Really, what am I going to do all day?_

Seven hours wasn't much compared to how long Kyubey has lived on Earth. He has personally seen history unfold before his eyes. The days would rush by like pages in a flip book - one still, small page blurring after another again and again. However, now that he thinks about it, the recent days have seemed to slow down. The pages have stopped, and became a single, brilliant, painting.

Suddenly he heard the front door being shoved open and thudding of footsteps. Mami burst into the room.

"Hey, Kyubey!" She said, panting, but with a smile on her face. "Why don't you accompany me at school today?"

* * *

><p>"Explain to me your reasoning again?" Kyubey asked.<p>

He was once again perched on Mami's shoulder. The two were headed towards Mitakihara Middle School down a wide stone path. The city didn't hold back on its environmental preservation policies. They were flanked on either side by thick greenery and the occasional winding river that burbled along with the birds in the trees.

The sunlight sparkling in the water was reflected in the foliage of leaves, as sunshine shone through in tiny pinpoints of light. The chirping of birds broke out like a certain primitive music. As he observed his surroundings, they together reminded him of the night of stars and the concert's music.

"Mm… I don't know. Maybe it'll be good for you to see how normal human beings interact," Mami said. "And what better place of social interaction is there than a school?"

"I thought school was an educational facility."

"That's because you've never set foot inside the actual building, Kyubey. The closest I've seen you is on the rooftop."

_She is technically correct._

Kyubey had no doubt he was rather nervous about it. He had no idea what to expect.

"I'm actually surprised at that, you know," Mami continued. "Why _don't_ you go inside the school that much? There's plenty of girls for you to make a contract."

"Though that's true, the short answer is that it's out in the public. School grounds are too exposed, and aren't ideal locations for making a contract."

"Anyway," Kyubey continued. "What you said still seems hardly a reason."

Mami sighed. "Trust me on this, Kyubey. I promise it'll be good for you."

They approached a curve in the path, and as they rounded the curve, the trees opened up to reveal the tall figure of the school building up ahead, fenced in by low stone walls.. They could see students walking up ahead too, passing through the ornate front gates. Kyubey briefly saw the figure of Madoka enter the front doors of the school building with another green-haired girl.

They soon reached the gates themselves, and it was then that they heard a voice call out.

"Oooi! Tomoe-san!" Standing a distance away with a small crowd, a tall lanky boy waved avidly in Mami's direction.

Mami smiled and waved back courteously.

"Who is that?" Kyubey asked.

"_That's Mamoru-san"_ Mami said, switching to telepathy. "_He's in my class."_

"Hey Mami!" Another voice called out, belonging to a young girl with short, blonde hair who had sprinted up to Mami.

"Good morning," Mami said. "How's-"

"Sorry-can't-chat-right-now-I-gotta-have-to-finish-a-huge-homework-assignment-but-I-wanted-to-say-hi-okay-see-you-bye-talk-to-you-later!"

She sprinted off again, breathing heavily and leaving a cloud of dust in her wake.

"And that…?" Kyubey said.

"_That would be Tachibana-san. She's also in my class"_ Mami smiled in amusement "_And she's always like that. So energetic."_

The two reached the school building and stepped through its entrance. Mami then headed for the shoe locker room.

"Why are they your friends?"

Mami almost stopped in her tracks. She raised an eyebrow in surprise, but there was no response from Kyubey, who only waited for her answer. Mami took a moment to think about her answer as she walked before giving her response.

"_Well, it's not like they're really close friends. And, I guess I don't really know why they're my friends. I just like them."_

Kyubey didn't respond. It was a curious matter to him. Kyubey had always wondered how the process of choosing companions worked in human societies. It had always seemed too random for him to understand. Place two people near each other for a long enough period and they seem to become friends without any reason, and yet, long-time friends can break apart at the drop of a hat.

"Oh!" Mami gasped. She had reached her shoe locker, and upon opening it she saw a pristine envelope laid atop her shoes.

"What is it?" Kyubey asked, looking into the locker.

Mami took the envelope out. She observed it curiously, turning it over in her hand. It had a soft pink, elegant design etched into its trim, and on its front side was Mami's name written in bubbly handwriting.

"Who placed it there?" Kyubey asked again.

"I'm not sure…" Mami opened it gently, taking care not to tear the paper. Inside was a simple card with more bubbly handwriting, though somewhat messier.

"Ah! Kyubey don't look!" She said, after reading the first few lines. A few other students glanced curiously in her direction at the sudden outburst.

"Why?" Kyubey was just about to read along. No doubt it was a curious thing.

"_It's addressed to me,"_ Mami said, remembering to use telepathy. "_So clearly it's private."_

Kyubey sighed inwardly and decide to shift his attention towards the next most interesting thing - which happened to be Mami's face. Her eyebrows were furrowed, and her lips pursed. He watched her eyes shift left and right as they read the lines. If he wanted he could have focused his vision onto the reflections in her eye, but he decided to respect the anonymous author's privacy.

Suddenly Mami's eyes widened, and she cupped her mouth with her hand.

"What is it?" Kyubey asked yet again.

"_It's… it's a love letter."_

"A love letter?"

The morning bell struck, and Mami looked in surprised at the clock mounted on the wall near her. She had spent too much time lingering about, and homeroom was about to start.

"_Sorry, I'll have to deal with this later. That was the warning bell and I need to get to my class."_

She frantically placed the note back into the envelope and resealed it. She then put the envelope into her bag, changed her shoes, and headed for her classroom. As they hurried through the halls and climbed staircases, Kyubey committed to memory the inner layout of the school for future reference. But this was only secondary on his mind.

_What is a love letter?_ He thought. _Why would someone give such a thing - and secretly?_

* * *

><p>Kyubey looked around the classroom from his vantage point on Mami's desk. The students were all bent over their desks in fierce concentration. The room was silent save the scribbling of pencils on paper, and the occasional sigh of surrender. It was the first period in the day, and there was a test.<p>

"Your friend Tachibana really seems to be struggling," he said to Mami.

"_Poor thing."_ Mami replied curtly. She was also concentrating on her test, and though it was a Monday, she was still prepared unlike her friend. Her class was slightly behind, which required them to take a test at the beginning of the week, much to both the teacher's and the students' annoyance.

"And I thought she was finishing her homework. She should have had some last minute practice, right?"

"_That's not exactly how things work, and I'm sorry, Kyubey. But you're being a bit distracting, and this this test is rather hard."_

"My apologies."

He looked around the room again, but the scene has hardly changed. On Mami's right was a girl discreetly looking up answers on her phone. To Mami's immediate left was a girl who had evidently given up on the test as she was sound asleep. Even the teacher whose head was seemingly bobbing in tandem to the tick-tock of the clock was about to doze off.

_Is this the state of education in human society?_ Kyubey thought.

He turned back to Mami, who now wore a harsh expression of confusion.

"Something wrong, Mami?"

"_It's just a very difficult problem. I'll have to come back to it."_

Out of curiosity, Kyubey glanced at the test sheet in front of Mami.

"Ah, my species developed calculus millennia ago. Would you like some help?"

"_What? No, that would be cheating."_

"Not as much as the person on your right."

Mami took a glance towards her neighbor and saw that indeed, she had a pencil in one hand a cell phone in the other. She stared incredulously for a moment before turning back to her test.

"_Well, I choose to have some integrity. Thanks for the offer."_

Things fell silent once again. Whatever made him decide to come along? There was hardly anything to do except to watch the others around him amble through the day. Although, it would seem that was what Mami wanted.

He looked around once again. In front of Mami was a short boy with relatively long, salt-and-pepper hair. But just barely concealed underneath his hair Kyubey noticed small, circular burn marks on his neck. Most were faded, but one bright mark stood out to him. Its harsh red peered back from just above the shirt collar and shrieked its abuse.

_I've seen those before. They're from cigarettes butts._

Kyubey tore his eyes away. His pulse had spiked by twice its natural rate.

His eyes landed on a girl several desks away. Her wavy auburn hair reached her shoulders, accented by a flower hair clip. Immediately he could see something was wrong. Her hands covered her face, and her slumped shoulders shook gently. She was crying, and Kyubey felt each tremble of her shoulders jolt his own heart.

_What's wrong with me?_

"Mami," Kyubey began, but his message was beaten to its recipient by waves of psychic pangs.

Mami immediately snapped her head up from her test in worry. "_What's wrong?"_

"The girl," Kyubey said. "Three desks to your right and two desks forward."

Mami looked in the direction he directed, and noticed the girl crying. Mami put down her pencil and sighed.

"_That's Yukine-san. I've heard parents are extremely strict on her about her school work. This isn't the first time I've seen her break down."_

"Why do _I_ feel sad when I look at her?"

"_Well... when others around you are sad you can feel sad too."_ Mami reached up slowly, taking care not to draw the attention of others, and gently patted Kyubey's head. "_It's called empathy."_

The warm touch of Mami's hand was comforting, and he can feel his heartbeat gradually calm. But he had also been touched by the crying girl, and the abused boy in front of him as well. He could still sense a residual twinge of pain.

"The person right in front of you. He has cigarette burns on his neck and shoulders."

"_What?"_ Mami glanced over. She couldn't see anything, but she decided to take Kyubey's word for it. "_Gee, I've never noticed. I don't think anyone knows him that well."_

"Can't we do anything?"

"_I suppose… normally you try to comfort them, and try to reach out to them. But here, it won't be… proper."_ Mami felt bitter saying those words, but it was true. The school setting wasn't a place to bring your personal issues.

"_I do wish I could help though."_

A timer went off with a loud buzz, startling the teacher from his nap. He grumbled and rubbed his eyes before standing up.

"Alright everyone, pass your tests forward. You'll know your scores by tomorrow."

There was a collective sigh of relief from the class and a few cries of frustration. As the papers began shuffling forward slowly through the hands the students, Kyubey couldn't help but keep staring back and forth between the girl and the boy. Yukine had stopped crying. Her expression was only of quiet resignation, and the boy was the same as ever. Kyubey reasoned that he must do a good job of keeping things hidden, which made it all the more depressing.

"_I'm sorry, Kyubey, but it'll be alright."_ Mami said, continuing to pet him. "_Why don't you take a walk around a bit, to get your mind off things?"_

"Are you sure?"

"_Of course. Go and take a look around. Besides, I have gym next, so I don't want you following me into the locker rooms."_

Kyubey hopped on Mami's shoulder as the students began to stand up. They filed out of the classroom into the halls, and it was then that Kyubey jumped off and onto the ground.

"_See you soon!" _Mami said while walking away. "_Come back to this class whenever you want, but I promise it'll be good for you."_

Kyubey watched the group of students head down the halls towards in the opposite direction. A few other students had grouped around Yukine, providing their own words of comfort. Perhaps this is why Mami said it'll be alright. He had not yet known that she would have her own group of friends to support her.

_Then what of the boy?_ He worried.

He saw his small frame treading unknown in the outskirts of the moving body of students. But it was then that he noticed Mami approach him, tapped him on the shoulder, and offer a smiling greeting.

_Mami is really a kind-hearted one._

He turned away and began walking down the halls. Kyubey felt like his spirit was gliding among the heights - not too high and not too low. He was comfortably in the in-betweens, heading towards the fateful freedom.

* * *

><p>Mitakihara Middle School was one of the few lucky places untouched by the freak storm the populace had ascribed to Walpurgisnacht. While that was months ago, many parts of the city are still under reconstruction, and Kyubey saw fliers advertising various volunteer events affixed seemingly everywhere. It was a stark contrast to the pristine halls of the school, where the transparent glass walls of the classrooms and cool blue tiles of the floor gave an otherwise clean, uncluttered impression.<p>

It was this that he noticed as he padded through the halls, though the number of fliers thinned out the further away he got from the school entrance. While still taking care to memorize his surroundings, Kyubey otherwise let himself be carried along by uncommitted will. With no destination, no purpose, he ambled aimlessly - something he had rarely let himself do.

He didn't know what Mami expected of him to come here. Every classroom he peered into was basically the same - tired, indifferent students sitting in resignation through a teacher's lecture. But Mami did say to take his mind off things. Perhaps this uniform monotony was to put his mind at ease?

Somehow, he had ended up outside on a steel bridge. The bridge was suspended high in the air, connecting two large towers of the school where large bells were suspended in the highest chambers. The bridge was overlooking the track field, and he noticed Mami's class outside in the middle of their exercises.

_Mami's holding back_. He noticed. _She could do much higher jumps than those as a magical girl._

He could just barely hear the murmur of voices in the distance as the students shouted and cried, a somewhat lulling tone in its own right. Their voices bubbled with shouts of joy and laughter, and the sound of it he could feel his spirit slowly rising. It was the complete opposite of his earlier emotions, and because of this he knew immediately that this was what humans called "happiness".

_If empathy is the ability to feel someone else's pain, _Kyubey thought. _Then it must also be the ability to feel another's happiness._

Kyubey turned around, looking on the other side of the bridge. He could see the main building again, and once again through its tall glass windows, the many students sitting in through their everyday routine.

A flock of birds flew by across his vision, carried by a gentle breeze through the expansive clear sky. And now over the bubble of voices from the field, he also heard the whispers of trees as they were tickled by the breeze. The bells tolled gently in the wind.

It was then that he realized how peaceful everything was - how at peace _he_ was. Perhaps it was the recent pains he faced in that classroom, or his recent predicament of his emotions, but Kyubey thought this peacefulness was something he wouldn't have known had he had it everyday.

_How lucky it must be for them._

It was the exact contrast to the life he had forced upon Homura, upon Kyouko, and upon Mami. In holding back her athletic prowess Mami was trying to enter in to this life she was taken from. Though the routine life of these students may seem mundane to them, it's because of its unchanging nature that made it so valuable.

But something unchanging can't be disturbed. There needs to be something to guard it. Were all those bubbling voices from the field to end - Kyubey thought that that would be even sadder. There was value in suffering too. Even though he was still held by guilt's unrestrained grip, at the moment he felt just a bit comforted.

_Is this why Mami thinks coming here is good for me?_

He stayed on the bridge for a good time, basking in the clear sky, and taking in the breeze.

* * *

><p>Mami and her friends were eating lunch when Kyubey finally returned the classroom. He hopped onto Mami's desk, which was arranged with those of her friends into a small table. They sat facing each other, chatting amiably. Without being conspicuous, Mami acknowledged his return by shifting her lunch box towards the other end of her desk, giving some more room for him.<p>

"_Welcome back, Kyubey,"_ she said telepathically. "_You were gone for quite a while so I was just beginning to worry."_

"I'm fine. More than that actually. I think the little excursion really helped me."

"_Really? That's wonderful. I'm glad to hear it."_

Mami the entire time was also listening avidly to her friends' conversations. Immediately to her front and side was her friend Tachibana and the boy from before. Kyubey didn't recognize the girl sitting diagonally across from Mami, but he assumed it was another friend of hers. She was face-down asleep on her desk and her long, violet locks cascaded around her. Each person had their own lunches out on their desks, though Mami's was the most well-made by far.

"So, Mami," Tachibana said, with a mouth full of food. "You mentioned that you went to a concert over the weekend?"

"Yes, a classical recital."

"Oh nice," she said, and then finally swallowed. "How was it?"

"Well…" Mami briefly glanced in Kyubey's direction before continuing. "I thought it was pretty good. It was very… emotionally moving."

_Being emotionally moving made it good?_ Kyubey thought as he listened to their conversation.

Kyubey recalled that Mami had said people listen to music because it instills strong feelings in them. Kyubey, carrying such heavy guilt, had felt as such intense grief in response. But to think Mami could feel the same, even for a temporary moment.

_No, she should hardly share the same wrongs that I hold._

It must be then that, entering into the music, Mami had been temporarily instilled with such emotions. He, on the other hand, had his alright existing ones thrusted forward and amplified.

"Was this at the concert hall downtown?" asked the long-haired boy, while poking around at his simple lunch. He had a quiet but robust voice. "I was there."

"Really?" Mami said with another glance in Kyubey's direction. "What a coincidence!"

"Yeah I wanted to get out of the house for a bit, and I just happened to notice it."

"_He's Nakamura-san."_ Mami said to Kyubey. "_I started talking to him after class."_

"You should ask him how he felt about the concert," Kyubey said. "I'm curious to know."

Mami did so. "What did you think of it?"

"I agree with you," He said, nodding. "Very emotionally moving. Especially the second song."

_There must be something about that song._ Kyubey thought. _I would like to know what it was._

"And they only got better," He continued.

"Oh, I couldn't stay for all of it," Mami said. "How was the rest of the concert?"

"The songs were based on a similar theme. To me, it was about a person's journey of atonement."

"Geez that's pretty serious," noted Tachibana.

Kyubey was entirely attentive to the conversation at this point. The concert last night, it sounded awfully like his current state. Could he ever find atonement for his sins? Could he ever wash away this stain of guilt on his conscience?

But it was at this point when the topic of conversation moved on.

"Let's talk about something else instead," said Tachibana. "Nakamura-san, tell us about yourself!"

"Huh?" He stared bewilderedly at her, who had a smug look plastered on her face.

"As a new member of this crew, you must share one embarrassing memory from your past!"

"Have you done this?" Kyubey asked Mami.

"_Oh no, she's just trying to embarrass him."_

Mami sighed. "Tachibana-san, when will you ever stop? "

"Aww c'mon, Mami, let me have my fun!"

Kyubey watched curiously as the exchange unfolded. Through Mami's resigned but amused expression, Tachibana's earnest laughters, and Nakamura's relieved face, Kyubey felt an airy feeling bubble up inside him. He couldn't engage in the conversation himself, but he felt the camaraderie and joy of these friends together.

"Geez, can't you guys be quieter?" complained the violet-haired friend, snapping her head up and glaring pointedly at the blonde in front of her.

"Sorry, Yaya-chin," Tachibana said, laughing. "But good thing you woke up now 'cus I was about to start messing with you."

"Oi!" She shouted, prompting more laughter from the group.

Kyubey absorbed their laughter like a sponge. Their conversation was backdropped by the bouncing chatter of the rest of the classroom. Happiness, he noticed, is like a mirror. It reflects more happiness, and the feeling is reflected back and forth.

"_I don't really know why they're my friends."_ Kyubey recalled Mami's words. "_I just like them."_

He wondered if it is really so simple. They just like each other, and just being around each other will grant this moment of contentment? Perhaps it's so. Perhaps this is all it takes, though something so simple is all the more easily disturbed. From his stores of experience, Kyubey could see the human condition is one of unredeemed and gratuitous suffering, but perhaps at the most basic level, it's also one of simple joys.

"Alright guys," the teacher announced. "Why don't we put the desks back and prepare for our next class?"

_And now it's over,_ he thought, as the class filled with the sounds of desk legs scraping against the ground. But nevertheless, Kyubey could understand why Mami brought him along today.

"Mami," He called out.

He received a small smile as Mami sat down after she finished dragging her desk back into place.

"_Yes, what is it?"_

"Thank you for today. I feel happy."

Kyubey never thought he himself would ever use those three words together, and its novelty was apparent on Mami's surprised face. Her eyebrows were raised and the smile on her lips had vanished, but only briefly before spreading out again, wider than before.

"_Then I'm happy too."_

* * *

><p>The rest of the day went by gracefully. It was actually rather entertaining to observe the information that the students were being taught, so far it was from the knowledge of their species. It was endearing in a way. His favorite by far was history, because he had been there for much of it.<p>

"You know, Joan de Arc was a magical girl," Kyubey had said to Mami during a lengthy European history lecture. "I wasn't there personally, but she was well known for being very beneficial to our cause."

"Really? I wonder who else were magical girls?"

"Unfortunately, many don't live long enough to go down in history."

"Ah… that makes sense."

Eventually, the school bell signaled the end of the day's classes, and the students prepared to return to their homes, or continue with after-school club activities. Mami was dutifully packing her school supplies into her bag when her friends, Tachibana and Yaya, approached her.

"Hey, Mami, you wanna go down to the mall with us?" Tachibana asked.

"Sorry guys, I can't." Mami said. "I'd love to accompany you, but you know I have a particularly busy schedule."

She sighed in return. "Always busy with your part-time job, Mami. But I guess you can't help it. Hey Nakamura, why don't you come along?"

"Eh?" He looked up in surprise. He was just about to leave, but Tachibana swung her arms around him and led the group away. She then swung her bag over her other shoulder and headed towards the door as well.

Kyubey, meanwhile, looked curiously at Mami from his vantage point on her shoulder. "Your job?"

"_Yes, unfortunately school and witch hunting don't leave much room for socializing."_ Mami said nonchalantly.

But Kyubey could detect a hint of longing in her words. Perhaps it was the telepathic nature of her message, but it well left its faint wisp of sadness in him.

"But it's alright." Mami said, out loud this time in noting the lack of students in the halls. "I'm quite used to it."

_That only makes it worse._ Kyubey thought.

"Besides," Mami said softly. "I actually have something to do after school today."

"Really? What's that?"

Mami didn't answer right away, but continued walking through the halls. With a mental map of the school now in his mind, Kyubey noted that she was heading in the opposite direction from the school's entrance.

"Where are we going?" He asked.

"Do you remember that love letter this morning?"

_Oh… _Kyubey realized, and he looked at Mami's stoic face. _To think I almost forgot._

"Are you meeting the person who wrote you that note?"

Mami sighed. "Yes, on the rooftop."

"Come to think of it, you've never really explained the letter to me."

She took on an uncomfortable face. "It's… rather embarrassing. What can I say?"

Kyubey waited patiently as Mami pondered over her response, walking steadily through the halls, up staircases, and across doors. It wasn't until they were nearing the large double doors leading out to the rooftop, that Mami gave her answer.

"When a person has such a strong feeling as love," she said. "Sometimes they just have to express it in any way they can. They have to let it be known."

"What is love?"

Mami's hand froze at the door handle in front of her.

"I hear it a lot from you humans, but what is it exactly? What does it feel like?"

"What indeed," she whispered, and opened the door.

A large gust of air greeted them as they walked outside, stepping onto the rough concrete. A flock of birds rested on the metal-wired fences lining the edges of the roof, and in front of the two were several evenly spaced stone benches.

On one of those benches sat a petite young girl with dark, wavy locks that extended to her shoulders. Her head was cast down and staring into fidgeting hands, but snapped up upon hearing Mami's entrance.

"You came!" She shouted, and stood up to greet her.

"Do you know her?" Kyubey asked as Mami approached the short girl.

"_I may have seen her around before, but aside from that not really."_

"How do you feel?" Kyubey asked again.

"_I'm… not sure."_

Finally Mami stopped. They stood face to face, but the girl kept her eyes down and her feet shuffled nervously under her. Kyubey noted an intense blush on the her face.

_Why is Mami's face so sad right now?_

There was a somber air about her. He felt an intensity in the atmosphere, as if the anticipation was charging into release. But there was nothing to do except to watch the scene unfold.

"So… you got my letter, right?" the girl said.

"Yes, thank you. It was, uh, very flattering."

"And… your answer?"

Mami took a deep breath. "I'm sorry. I appreciate it - really. But I don't know you well enough to say I return your feelings."

Kyubey saw the passing glimmer of pain in the girl's expression, though she tried to hide it. She put up a small smile, but Kyubey could see the tiny drops pooling at the edges of her eye.

"It's okay. I expected this. I just felt like I had to tell you… with the school year coming to an end and everything."

"Right… and I'll be graduating soon."

"Well, I'll let you leave." She took a deep bow. "Thank you for coming, Tomoe-san, and giving me an answer."

Mami bowed slightly in return. "You're welcome, and if you see me around, please feel free to say hi. I wouldn't mind being friends."

"Okay. Thank you."

Mami then turned to leave. As she headed towards the door, Kyubey turned around. He saw the girl, turned away to the side, with her gaze towards the sky. The droplets that had been clinging to the corner of her eyes then trickle down her cheek. He may not fully comprehend what's occurring at the moment, but in that moment he did understand the pain of rejection.

* * *

><p>"What happened back there?" Kyubey asked.<p>

They were slowly making their way back down the many floors of the school, finally heading back, and Mami's footsteps echoed along the empty halls.

"She confessed to me in that letter," Mami said, her voice hollow. "And she asked me to meet her on the roof to give an answer."

"What did you have to answer?"

"Whether… I returned her feelings of love or not."

"You haven't answered me before, about what that is."

Mami sighed deeply. "It's… it's when two people have a really strong bond - no wait. I can't say I have a strong bond with her."

There was a brief silence. "That might come after both people return the feeling. But love is when you like someone a lot. Well, I say that, but it's so much deeper than that."

As they walked nearer and nearer to the school entrance, they passed by more and more of flyers and banners, advertising more disaster relief projects and volunteering opportunities. Soon they had reached the shoe lockers again.

"When you're in love with someone, you just want to be around them. You want to do everything for them."

"That sounds a lot like friendship."

"Well yes, I suppose. But there are different kinds of love. Love for your friends, for your family, for your… lover."

"What?"

"Sorry, that would be romantic love. I guess that's the hardest one to explain."

"Are you okay, Mami?" Kyubey had noted how hollow her voice was, and her slow gait as she treaded down the halls. "You don't sound like you're feeling well."

"I…" Mami was now in front of her own shoe locker, her hand placed on its handle. "I'm sorry. I guess I'm not."

"Did something happen?"

Kyubey waited, but Mami didn't answer. He watched her replaced her shoes with her own and closed the locker door. Then he heard a soft sniffle. He snapped his head to the side to look at Mami's face and saw tears dripping down her face.

"You know," she said, her voice trembling. "I've always wondered what it'll be like to go out with friends after school, and to be in a school club.

"And I've always wondered what it'll be like to get a love letter, and to go out with someone. But I can never do those things."

Kyubey understood then. He understood the reason for all the pain of the magical girls he's contracted. He thought back to Homura, and her scathing words that pierced his heart. He knew he tore their lives away from what it could've been. He knew he threw them into the heat of battle without care. But he only knew of it. He had not personally experienced it. Now he had experienced what they were thrown _from_, and he finally understood their suffering.

"Mami…"

He wanted to comfort her. Although her sobs were quiet, they cried out him. They shouted his faults, and he knew his deepening wounds that had not even been given time to heal were no where near as deep as the grief that Mami had, the grief that had been festering for all these years. And he knew he was at fault. Seeing Mami cry, his guilt crashed back down upon him in full force.

But despite the severity of his own pain, Kyubey knew its only consolation was in the consolation of those he had hurt. Guilt is the type of pain whose healing depends on others. The _other _comes first, for if guilt comes after one's wrongdoings, then one's own healing is also secondary to that of the wronged.

"Mami, I'm so sorry. All of that is my fault."

"No. It's alright." Mami reached up with her arm and wiped her eyes with her sleeve. "I'm used to it. Even though I may cry sometimes, I won't regret my decision of becoming magical girl."

Her tears have stopped. Mami straightened her posture and headed towards the exit.

"I've come to accept my duty as a magical girl," she continued. "So even though I may feel sad sometimes it's alright. I know this is part of the deal."

"Still…" But Kyubey's thoughts were interrupted as they approached a raven-haired girl sitting on a bench by the school gates.

It was Homura. She was staring off to her side, wearing her usual pensive expression. She had yet to notice the pair, but it was inevitable as they drew ever nearer to the bench where she sat. Soon her gaze fell upon the them. Kyubey noticed her passive expression turn into a subtle grimace immediately as her eyes landed on him.

"Do you normally meet her after school?" Kyubey asked.

"_No, not really. This is the first time."_

"I'm… rather nervous. About seeing her."

"_I'm sure it'll be fine… don't worry."_

Mami reached Homura at the front gates, and decided to stop and offer a friendly greeting.

"Good afternoon, Akemi-san." She said, bowing.

"Good afternoon, Mami... Incubator," Homura said reluctantly, with the barest edges of malice at the final word.

"May I ask what are you doing here?"

"I enrolled Kyouko since she started staying at my house," she replied. Kyubey felt her eyes glaring at him the entire time. "And she's taking extra classes after school for being out of the system for so long."

"Really? Well I suppose I'll be seeing Sakura-san at school now!" Mami smiled. "It's really kind of you to wait for her."

"If we're heading back the same way, I might as well."

"Well, it was really nice seeing you!" Mami said.

But before Mami could even take the first step she heard Homura hiss under her breath. "Are you trying to insult me?"

Mami stopped and blinked in surprise. "What do you mean?"

"I mean _him_." Homura stood up. She was still glaring fiercely at Kyubey. "Why are you here?"

"Mami invited me today..." Kyubey replied, though he couldn't bring himself to look directly back into her eyes. His own eyes downcast, he saw Homura's hands clench into fists.

"This is my place of reprieve from my life as a magical girl." She said, her voice low in anger. "I don't want the likes of you corrupting it."

_Corrupting it?_

Her words were like a slap to his face. Watching everyone on the track field during gym, sitting with Mami's friends at lunch - during this time at school, he had almost started to enjoy himself. But to think his very presence was a detriment to those around him. Could he not find solace anywhere? Kyubey was stunned into silence.

"Come now, Akemi-san, don't say such things!" Mami said. "Don't you think it's time you forgave him?"

"You don't understand! None of you do."

"You keep saying that, but you never even try to tell us. Kyubey, he has already apologized to you!"

Homura turned away from the two. "I'd like to see him apologize to every magical girl he's ever contracted."

Mami scoffed, and started walking. "Let's go, Kyubey, I've heard enough of this."

"Don't think you can run away from this so easily!" Homura shouted back at them, but at Mami's angered pace, her voice was already far in the distance.

They once again passed through thick greenery around the school. The sunlight shone in diamonds through the gaps of the tree leaves and in the sparkling creek. But this time no birds sang in the leaves, and no trees shushed his deafening thoughts. Nature was silent to him, and instead of the calm he had found in the morning, their perfection only exposed his own glaring impurity.

"Am I really?" Kyubey said aloud, and upon his words Mami finally slowed.

"What's that?" She said.

"Corrupting it."

Mami sighed. "Don't listen to her, Kyubey. You've already apologized, and that's what counts."

"Is that really so? Don't you think that to really atone, you have to receive forgiveness?"

"Well…"

"And what of all the girls I've contracted before? I can't even apologize to them."

"Alright, Kyubey, stop right there."

Mimicking her own words, Mami stopped walking. They have cleared the greenery around the school, and around them was an open field of grass to one side, and a large lake on the other. They stared at the spanning body of water in front of them.

"Sometimes you just have to stop," Mami said. "You have to stop thinking about it, and only then can you move on."

The sun was far from setting, and hung high above the horizon. But it still inched steadily towards the horizon, across the eternal span of the waters. It may seem impossible, but it does so every day.

_Stop, and then move on…?_ He wondered.

Each new day a magical girl lives is another day taken from her, and every new day is another wrong he has created. Each passing day, across the unceasing march of time, will he too be able to reach that atonement?

"Why are you trying to help me so much, Mami?"

"Isn't it obvious?" Mami smiled. "I care about you Kyubey. You're my friend."

_Friend…_

Those words lingered in his mind - or rather, the feelings behind them. They were warm, a comfort in his freezing thoughts. The lunch hour at school came back to him, and he imagined himself amongst them. He pictured the mutual tenderness between them, and to think Mami thought the same of him. In this dark fog of confusion, he had found a friend.

"Oh, I'd better get going," Mami said, resuming her quick pace home. "I need to finish homework before I start my patrol around the city."

Kyubey then recalled that they hadn't finished their conversation earlier.

"I'm still sorry, Mami, that you can't spend any time with your friends, or-"

"Didn't I just tell you to stop thinking about it?"

"But-"

"Ah-bup-bup! You don't have to apologize to me, Kyubey. I told you that I've embraced my duty."

He was reminded of the night Mami first confronted him about his emotions.

"_I can't say I'm happy about it…"_ Mami had said to him. "_but I made a contract and it's my duty to protect people."_

Now he has personally experienced those words, and even so he was still confused. All that sadness she held in, she somehow accepts. In that moment, Kyubey was filled with a sudden desire - a desire to change things for her.

"Mami, I don't want you to have to accept it."

"I appreciate it, but I'm telling you it's alright."

A soft, tickling breeze whistled through, and the field of grass sighed in response.

"Don't feel like you have to seek my forgiveness." Mami tilted her head and gently nudged Kyubey. "Because to me, well, here's one magical girl you haven't wronged."

* * *

><p><strong>AN:** I swear I'm writing diligently! I'm just slow, haha. As always, thank you for reading and for all the comments. They are a great encouragement! I hope you enjoy this chapter.


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